Night of the Living Wheatley
by TheUnsigned
Summary: A contrite Wheatley makes it back to Earth where he finds a Chell unwilling to forgive him, a Scientist willing to help...and well, if the results of giving Wheatley agency and power were disastrous the first time, you can bet he's learned nothing.
1. Chapter 1

**Title: **Night of the Living Wheatley (Part 1/?)

**Rating:** T

**Warnings/Pairings:** None, FOC and potential gore/horror type stuff for down the road.

**Summary: **Based on rubitinmyeyes' evil Wheatley picture…a contrite Wheatley makes it back to earth, where he finds a hostile Chell and an outcast Scientist willing to help him. Of course, the results were disastrous the first time Wheatley got a little agency and power…you can bet the little moron's learned nothing.

* * *

><p>He crashed to Earth with a thud. He could feel himself skid through the dirt, see the haze of dust kicking up around him and feel it settling in his gears and motors. He was on the planet's surface, but precisely where on the face of it was the real question. His body was still molten to the touch from the re-entry, most of his energy directed towards making his cooling fans work overtime, no room to fire up his global positioning network.<p>

Wheatley was not terribly optimistic. He could have landed in Australia for all he knew. In the Sahara desert or a garbage barge at sea.

Miraculously, there was a scuffling sound from behind him and a penumbra of light fell across him. "Here! Here, I'm over here!" he called. Was it too much to hope that it was his lady?

A soft gasp from the direction of the light source. "My stars! I'm…I'm coming fast as I can!" No, it was not her. This one spoke. A female it seemed, but not the one he was seeking.

It seemed an eternity, but eventually a shadow fell across him and he turned his optic upward, only to have it reduce to pinprick of light as he stared directly into a torch beam. She seemed to realize he was unable to see and moved the light. With his cracked optic, she was blurred to him but the silhouette was not hers and enough to dampen his spirits of a bit of luck coming his way.

"It's alright. I've got you." He saw her turn her head from side to side, as though looking around, then scooped him up under one arm and groaned as she straightened up. They moved jerkily and slowly.

She took him into a place filled haphazardly with cogs, wires, motors and other machinery – things Wheatley didn't need full working vision to see. She moved in that funny jerking motion, retrieving tools and lighting some soft glowing lamps; candles, he realized.

"Wait Lady, what are you doing!" he asked in a panic as she approached him with these implements in hand.

"Not to worry." She murmured. "I'm going to fix this."

Things went dark for a moment. "No no, I can't see! Lady, I can not see! You've broken me, don't hurt me, I didn't come all the way here to get broken now, put me back!"

"Shhh…" she murmured.

The world suddenly came back into full, clear focus and for the first time he was able to get a good look at his rescuer. He was right, it was a 'she'. She was older than Chell or any of the test subjects he'd seen. Perhaps not a lot older but her hair was, what at one point must have been brown and was now liberally streaked with grey. She looked as though she'd never cut it all her life, it hung in her face like a shaggy curtain. She had big, brown eyes and were it not for her unkempt appearance plus the fact that she was rail thin and had a somewhat long nose, she would have been somewhat attractive. He could also see the reason for the jerkiness of their journey; she leaned heavily on a stick on her left side in order to support herself.

"Better?" she asked.

"Yes, thank you. You look, ah…lovely. Yes. Lovely." He knew human females liked to hear that kind of a thing.

She chuckled, retrieved the rag and moved on to scrubbing at his damaged and dirtied hull. He rocked back and forth in pleasure at the sensation and she paused, staring at him wonderingly.

"You can feel that?"

"Yes. It's brilliant, please don't stop!"

She shook her head in amazement. "I've never met an A.I. who can feel. Do you have a number? A name, you know? ID?"

"The Scientists just called me Wheatley." He looked down in embarrassment. He knew he was also the Intelligence Dampening Sphere, but he didn't feel like telling this woman that, even if he did know he was a moron.

"You can call me Matilda. What were you doing in my garden, Wheatley?"

"I had to come back. I have to find someone! Find them and apologize. Say mate, you don't happen to know any humans? Um, sort of short, dark hair, good test subjects, little case of serious brain damage?"

Matilda blinked. "You'll have to do better than that. I mean, I used to have dark hair." She grabbed a hank of it and held it up to show him the deep brown colour beneath the gray. "I'm short by human standards and as for the serious brain damage, well…let's just say it's under debate by the rest of the community."

"Orange jumpsuit?"

Matilda paused at that, her movements against his hull stopping and her mouth puckering into an 'o' of surprise. "Surely you wouldn't be talking about Chell? Though, I sincerely doubt Chell has brain damage. Very smart that one but mostly keeps to herself. Sort of what you might call a hermit."

Wheatley nodded. "Chell. It sounds familiar."

"Maybe you had better tell me your story."

Wheatley began, detailing every moment of their time in Aperture. Matilda said nothing as he spoke, not even a blink or a change of expression to show she was shocked or surprised. "So that's why I need to apologize. I regret everything I've done and if I ever got to come back to Earth, I'd find a way to say that I was sorry for being beastly and rude and bossy."

Matilda put down the rag she'd been holding, retrieved her cane and stomped around the table, coming back with a dry towel and a spray bottle. "Pressurized air." She gestured to the can, blasting a long stream to clear the dust from his internal workings. "Well. If Chell is who you need to see, you've got a hard sell. Oh trust me, I believe you. I even think Chell's your 'lady'. However I'll have to explain a few things. I'm your only friend here Wheatley. You couldn't have been luckier to land where you did, not if you wanted to remain intact and you mustn't let anyone know you're here. I'm under strict surveillance as it is. Second, I will have as hard a time convincing Chell to even speak to you as you will to get her to accept your apology. She doesn't like me very much."

"Why? What did you do to her?"

"Oh I've done nothing. It's what I do for a living." Matilda smiled ruefully. "I fix machinery. Specifically, robots. A lot of people here don't trust robots and that means they don't trust or like me very much."

"Why do you stay?"

"They need me."

"You mean the other humans, do you?"

"Yes. They need me to fix the robots they rely upon. Your cashiers, your bank tellers even their bedside clock radios. They resent me deeply for it, but it wouldn't be so bad if not for, my ideas."

"Ideas, huh?" Wheatley was rather sympathetic. "Make bad ones, do you mate? Yeah, I know something about that."

Matilda chuckled. "Well, from what you've told me you've not been brushing up on your Laws of Robotics, but yes, I would suppose my ideas are 'bad' to them. I really think though that we'd have a lot less rogue A.I's around if we gave them more human qualities. I mean, you can feel for example and now you can see what it would be like to hurt or experience a kind touch." She reached out and ran her thumb across the robot's hull. "Like that."

Wheatley nodded, giving another little mechanical hum of grateful pleasure at the gesture. "Do you think you could talk to the Lady…I mean, Chell. You know, to see if she'll at least hear me out?" The optic turned on Matilda, pleading.

"I can try little fellow."

She blew out the candles and picked him up. "Let's get to bed. They may not like me much but there's always a something that needs fixing. I need to get up in the morning for work."

* * *

><p>With no need for sleep, Wheatley watched this frail human from his spot on the other pillow of her bed. Even her house was littered with spare parts. There was no evidence on the walls of friends or family. The bedroom was painted a rather ugly faded puce colour with some peeling wallpaper here and there. Every surface was cluttered but devoid of dust. It was organized chaos. GLaDOS would have hated her. Somehow that gave him hope.<p>

"I'm going to go over to see Chell today, about half-noon." Matilda tucked a few more blankets around Wheatley in his new spot on the floor of her kitchen. and turned on the radio. "There's some rather nice radio dramas on during the afternoon. I'd put on the television but it would seem weird. You should be safe in here. Remember, if anyone knocks on the door, ignore it, don't call to them or you will be in trouble, and so will I. I haven't got another excuse up my sleeve and…" she trailed off.

Wheatley looked at her. "What do you mean, excuses?"

She glanced at him and pulled up her dressing gown to her knees. Wheatley could see the awkward way her left knee was positioned. He didn't know much about human anatomy but he could tell it didn't look right, especially compared to the opposite half

"See, I was caught you know, trying to build a human-like robot. This was how I was punished. I couldn't reset the bone on my own. Wheatley, I can't stress it enough. The penalty if I'm caught with you – if there's one more thing they can put against me, it's lights out permanently for both of us."

"What? You mean, other humans did this to you? Because…because you help robots? They'd shut you down? That's monstrous! She was right, wasn't She? She was right about…some of you…"

"Not a thing to be thinking about Wheatley. Now do as I say, PLEASE and be quiet you little chatterbox. If you want to see Chell, you will."

"Absolutely, not a word, I'll be quiet as a…quiet thing. Not a peep out of me!"

She smiled and then, pulled the door to her garage to behind her. Wheatley turned his attention to the radio and the song emanating from it. It sounded like something he'd heard before.

* * *

><p>Matilda wasn't expecting much. She and Chell weren't bitter enemies but they had conflicting opinions and stayed peacefully well out of one another's way. Matilda had tried once when Chell had arrived but had made no progress and eventually had come to accept that extending the glove of friendship was not a possibility with the other woman. They co-existed peacefully enough otherwise,<p>

"Matilda?" Chell's voice was as stiff as it was surprised.

"May I come in?"

The very fact that the other woman was asking at all was likely what made Chell decide to open her door.

Not a moment later, Matilda found herself very firmly on her behind in the dust outside Chell's small cottage, the other woman giving her a truly hateful look right before closing the door in her face.

Even as Matilda struggled to her feet, she was getting an idea, a way to help Wheatley out. A dangerous, risky idea, but maybe one that could change the way people viewed robots.


	2. Chapter 2

**Title: **Night of the Living Wheatley

**Rating:** T

**Warnings/Pairings:** None, FOC and potential gore/horror type stuff for down the road.

**Summary: **Based on rubitinmyeyes' evil Wheatley picture…a contrite Wheatley makes it back to earth, where he finds a hostile Chell and an outcast Scientist willing to help him. Of course, the results were disastrous the first time Wheatley got a little agency and power…you can bet the little moron's learned nothing.

* * *

><p><strong>Part 2<strong>

Chell's existence was rather quiet and that was the way she enjoyed it. She was very glad to be shot of Aperture and had no desire to see it or, for the most part other humans. She had a simple job restocking boxes in the back of a grocery warehouse, where human contact was minimal. That said, she had happened to choose this particular community because of its size. Although she was anti-social, she appreciated the knowledge that there was a reasonable volume of people close by. Oakville was large enough to have branches of major banks and chain grocery stores and even a few trendy shops but much too small for skyscrapers or even medium-sized factories. All of the incoming goods came by truck from the large city that Chell could just make out on the horizon from her upstairs window at home.

This Friday had been a blissfully silent one save for a quick exchange of pleasantries with the driver of the delivery truck as she signed for the week's incoming shipment of canned goods and the always rewarding exchange with her boss to get her pay stub at the end of the week. She got her money direct deposited so that she would not have to deal with those wretched bank-teller androids. If the average person in society these days was mistrustful of artificial intelligence, Chell abhorred it.

"Chell? Hey, Chell! Have you got a moment?"

"Hullo, Arthur." Arthur was the lift-tow driver who worked in the warehouse. He was a very good-looking high-school drop-out with blonde hair and deep blue eyes, unusually interested in reading for someone with such a disinterest in furthering his education. He had been rather infatuated with Chell when she arrived and although he didn't know it, his sheepish confessions of his less-than-glamourous past had been the inspiration for Chell's own cover story about where she had come from. She liked him alright as he had taken the rejection of his advances rather well and she didn't mind sharing a coffee with him every so now and again to talk books.

"I was hoping that you might let me take you to dinner tomorrow. Next Friday is my last day you know, before I move out to the big city? Just us, not a date and I won't take 'no' for an answer." He tried fixing her with a stubborn glare to mimic her own best tenacious silent judgment.

Chell considered and then nodded. She hadn't planned on going to the retirement party the store was throwing so she may as well be polite. "Okay. Tomorrow."

"At six, okay. In front of _Bella Italia_." He waved and slid inside the manager's office to get his own pay.

Chell considered further. She was always in the habit of thinking things through. Her time at Aperture had taught her that. _Bella Italia_ was the kind of restaurant that you went on for a date, but it was far more likely that Arthur had picked it because they both liked Italian food and because it was family run. No robotic waiters. A few extra hours in the company of one of the only people whose presence she could tolerate wouldn't hurt.

She struck out for home, trying to remember where her one nice skirt and blouse had gotten to and when she had last worn them. She'd probably have to iron both.

Chell's small home was the sole surviving gardner's quarters on an otherwise old farm estate whose unsafe buildings had been razed to the ground. It was on the outskirts of the small city and she'd done the repairs herself. It was devoid of almost anything remotely electrical. There was a gas stove and cook-top, an oil-fueled radiator and the most modern plumbing fixtures were water-related: the sinks, toilet, washing machine and shower. She supplemented the radiator with a fire place and for entertainment she had an extensive selection of books; shelves and piles of them.

She located some of her tea leaves and put some chicken and vegetables with oil into a pan on the cook top along with the kettle, starting the gas with a match.

Stiff from carrying heavy boxes and cans all day, she did a few simple stretches and then took a seat on the couch. No sooner had she pulled the bookmark from its place in her most recent novel then there was a rap at the door.

Deciding that probably Arthur had forgotten to tell her something, she opened the door without much thought as to who was on the other side. It was quite a shock to be staring down into the shaggy-haired head and brown eyes of someone to whom she had made it clear she hoped never to see on her stoop again.

"Chell, I think we need to talk."

Matilda Worth was not a bad person. Chell knew she'd been a Doctor of Robotic Engineering at one point and even felt remorse for the method in which she'd lost her title. Being beaten and threatened with capital punishment was little more than overly harsh for the simple sin of curiosity. However, the woman was preoccupied with robots, A.I, human personality constructs and more. She was the sort of person who given the chance would probably, albeit unwittingly, create something like GLaDOS and that made her a danger.

The woman might have needed a friend but Chell knew she could never be that person. After several attempts at friendship, Matilda was smart enough to realize that and kept a respectful distance. Her arriving on Chell's doorstep looking deadly serious was enough to decide to willingly invite her inside.

"Sit down." Chell said stiffly. "I have some tea."

Matilda shook her head. "That won't be necessary. I have a visitor who says he knows you and that it's urgent he speak to you."

Chell blinked. Who would know her? Her mind immediately drifted to the drawings on the Aperture facility walls. Could it be…?

"He sort of, ah, crashed in my garden last night."

The former test subject felt her blood turn to ice at that turn of phrase.

"He was hoping to stop by to apologize, but I told him he wasn't exactly the sort of ah, person you'd be interested in talking to. He's not a person at all, actually. Goes by the name of Whea…"

Chell had crossed the room and hauled the other woman up by the scruff of her baggy jumper before she was finished speaking. "I do not want to speak to _that_ and I do not want you near my house again. If you know what's good for you, you'll take that robotic knowledge of yours and dismantle him _permanently_."

"He wants to say he's sor—" Chell opened the door and tossed her the short distance to the ground, not gently but not hard enough to actually harm her further than a bruise on her backside. She slammed the door and chest heaving with fear and exertion stomped back to her sitting room. Noticing the cane leaning against the chair she retrieved it and unceremoniously tossed it out after her.

Just then the smoke billowing from the kitchen caught her attention and she went to salvage her slightly blackened meal from the stove, cursing Matilda Worth and her insistence on harboring the past she'd worked so hard to escape.

If Wheatley wanted to apologize then he could do so by staying far, far away from her.

* * *

><p>"Well?" Wheatley babbled when Matilda stepped through the door. "What did she say, mate? Does she want to see me? Does she forgive me?" he took stock of her countenance. "Oh, that's not a good face is it? She doesn't want to, does she? Ol' Wheatley's really gone and done it this time, hasn't he?"<p>

Matilda picked him up. "Yeah, 'ol'Wheatley's really gone and done it'. Matilda's really gone and done it too. She was not so happy with me. Wanted me to dismantle you."

Wheatley started shaking in her grip. "You...you're not going to are you? Dismantle me, I mean? Please don't, I expect it will hurt a lot and I really, really don't want to get hurt!"

"I'm not going to dismantle you. I'm concerned that Chell might go to the authorities though." Somehow, even through her fear she didn't think Chell actually would. If it had been anyone else, she would have probably come home to the firing squad. She stroked the hull absently like one would with a scared animal. "In fact, I'm still going to help you."

"But you said and I'm going to ah, what's the word, paraphrase. Yes, paraphrase here: Chell wanted nothing more to do with me and you really messed up by going over there to see her at all. I may be a bit dim but I do know that definitely sort of closes the book on the whole reconciliation and apology thing with you humans, doesn't it?"

Matilda leaned back against the counter and brought the core close to her face at eye level, dropping her tones to a conspiratorial whisper. "There's something else we could try."

Wheatley's optic retracted to a smaller spread of light as he adjusted his camera zoom to take in her whole face. The woman looked deadly serious, and excited. In fact, though he didn't know it, it was almost the same expression he made when he got one of his more 'brilliant' bad ideas.

"When they raided my house, you know, for the humanized A.I? They didn't get _everything_." Wheatley had to strain his optics to pick up on what she was saying. "I still have…blueprints, parts…things like that."

"What does this have to do with me?"

"Don't you see, Wheatley? I could turn you into a human. Not a real one, but a very convincing one. I know I could do it!" Matilda's voice was building with her excitement. "She would talk to you if you looked human…were all but human! No one would know as long as you could maintain the illusion. We can make it so you can eat! Work! Read! Get close enough to Chell to apologize! What do you say?"

Wheatley's optic dipped down. "You really can do all this, mate?"

"I can, I know I can! I know you're here for a reason. It's fate, Wheatley, I'm being given a chance to prove that I can do this! That robots can have some agency, live with us without being mindless servants!"

Wheatley nodded. "You got it, luv. Let's give this the old college try, shall we? Nothing ventured nothing…gotten back? That's the expression isn't it?"

"Something like that, yes."

Wheatley rocked back and forth on the table excitedly, watching as Matilda made tea, a slice of somewhat heated up crispy bread and spread some kind of unappetizing looking brown gloop on it from a little jar with a yellow lid. For a construct that had routinely taken care of humans for a living, Wheatley didn't know much about them. He did know however that his host was not particularly healthy-looking for one and that they tended to eat a little more than that. If they didn't it was usually was synonymous with poverty.

The scanty meal was interrupted by a loud splattering noise. That was quickly followed by yet another. Suddenly the noise came fast and furious against the door. The woman hopped up and hobbled as fast as she could to tuck Wheatley in a cupboard, pressing a finger against her lips as the hail of noise continued. He could hear the thuds of her cane and the padding of her slippers as she stomped out and the shrill of her voice followed by even more muffled shouts of other humans.

There was a long bout of silence and then finally the shuffling and stomping grew nearer. The door opened and Matilda, dripping with something yellow and slimy in her hair retrieved Wheatley.

"I'm sorry, I get this a lot." She set him by the sink in the kitchen rinsing the egg mess from her tresses. "Vandals. It'll probably rain tonight so there's no point cleaning the windows."

His optic swiveled towards the window. He could see the same ooze dripping down the glass, bits of white shard stuck in it.

"That's bloody monstrous!" he protested. "Why don't you just…I don't know…"

"Hurt them back? Egg their houses? They're fifteen, I'm not, Wheatley. I like to keep what little privacy and dignity I have intact. Especially, now that I'm plotting to help you, it's important I don't do anything inconsistent with my normal routine."

She wrung out her hair with a towel and brought him with her to the room where she spent the evening explaining the plot of several television shows to the core. She seemed to enjoy his company greatly and nor did she seem distressed over the evening's earlier events but it bothered Wheatley. He was beginning to dislike humans a great deal. A bloody great deal.

So far he supposed, his host was alright. Helping him out at risk to her own life. Then again, she seemed more machine than human anyway.


	3. Chapter 3

**Title**: Night of the Living Wheatley - Chapter 3

**Rating: **T-M for the gore to come.

**Warnings/Pairings**: Original Character, some implicated Chell/Wheatley, ah, later some horror and gore and I think that's it.

**Summary:** Based on rubitinmyeyes' art of an 'evil/dark' Wheatley: Contrite Wheatley makes it back to earth, where he finds a hostile Chell and an outcast Scientist willing to help him. Of course, the results were disastrous the first time Wheatley got a little agency and power…you can bet the little moron's learned nothing. I was a little nervous about the extent to which I employ original characters in this chapter but I did ask ConquerorWurm her opinion and I trust it.

* * *

><p><strong>Chapter 3<strong>

Wheatley could sense the nervous energy in the air on the Saturday morning. As his host had predicted, the late night rain had washed the evidence of vandalism from the windows.

Matilda emerged from the toilets, dressed in a pair of jeans and another of those over-sized cable jumpers; green this time.

"You still have something in your hair." Wheatley pointed out.

The woman grabbed a pair of scissors from one of her scattered piles of items and chopped out the hardened yolk mess with no apparent vain regard for her appearance. She also somehow extracted a tube of Chapstick from the chaos of spare parts scattered across her house and, barely glancing in the mirror, smeared it haphazardly about her mouth and gave her lips a smack. "We've got a lot of work to do today Wheatley. It's going to be dangerous."

Without further discussion she plucked him from the pillow and organized the bed, disentangling the covers he'd watched her toss furiously in all night long. When the simple tidy up was accomplished, she retrieved him once more and shuffled back to sit with her back to the window. Glancing skyward briefly she held him close to her body with her knees drawn up and his optic pointing towards her face. She spoke in that low hushed tone once more.

"I have to get my spare parts from the landfill and they watch me. However I have to bring you. It won't be an issue, I'll fit you in my carpet bag. I always use it and if I cover you up, they won't see you. You must be quiet. Totally quiet. Do you understand? I need you along though. You see, a robot should be able to choose what it looks like as a human."

Wheatley rocked his optic back and forth into his casing in his approximation of a nod. "Righty-ho, I promise, you won't hear a peep out of me luv." He could feel her hands shaking with terror and the shallow, nervous gasps of her breath on the underside of his hull as he was pressed against her diaphragm. The second part of her sentence was still troubling him though; he didn't know what she meant by it but he understood the command of silence and how important it was for her well-being and of course, his future.

The personality sphere found himself packed into a large but old carpet bag. He could blearily see out of the thinning weave, but as she turned in the mirror to scrutinize the bag he realized he could not see his reflection, not even the glare of his optic through the fibrous mass.

Satisfied, Matilda set him down with a gentle clunk and peered in. "How would you like to look?" she asked.

"I don't understand what you mean Lady. I mean, I want to look like a human, I guess, isn't that the idea?"

"Don't you have some thoughts on what makes an attractive human? I ah…could bring you some magazines."

"I want to be bloody massive."

Matilda's face coloured significantly. "In what way?"

"Well tall I expect. Is that a problem with humans?"

If it were possible the woman's cheeks darkened in colour further at the innocent reply. "Not in the slightest…I think it would work out quite well with you and Ms. Chell if you were perhaps ah…180 centimeters?"

"How tall is that?"

"Well ah I'm one sixty-seven."

The core processed this. "Bigger."

"Ah, one…ninety?"

There was a slight pause. "Two hundred."

Matilda gave her head a little shake to clear it but nodded affirmatively. "Alright, but it shall take me longer. More of you to build"

The little robot's body gave a slight tremble of anticipation. "Always been tiny little Wheatley. I rather enjoyed being massive."

The woman's face pressed close. "Well soon you'll be, ah, what was it? Massive."

"Bloody massive."

Matilda chuckled and zipped up the bag. "Hush now."

* * *

><p>Wheatley bounced along without seeing where he was going. Every so often he received a soft pat to his hull through the bulk of the bag, his host and helper reassuring him of her continued presence.<p>

His receptors picked up a certain nasty pervading odour in the air when they stopped, then some more jouncing along and the odour changed to something cloying and stale but not entirely unlike Matilda's house. Every so often the bag would open and pieces of metal would be inserted.

Sometimes Matilda would lean close to the bag. "How about this?" she would ask softly. He nodded his optic when the pieces were decidedly longer or thicker, shook his head when they were less impressive. Slowly she began to get the idea and produced pieces less frequently but more in line with what he'd told her that he liked. It added up.

Matilda hefted the bag of metal scraps and the spherical ball onto her shoulder with a groan.

"Lady!"

Matilda dropped the bag in a shock, unzipping it and pretending to paw through it as though she forgot something.

"Are you mad!" she hissed in the first anger the Personality core had ever experienced from her. Her face was a careful mask of nonchalance but her whisper held venom that GLaDOS would have been proud of. "I told you specifically not to talk!"

"I heard your shoulder crack!" Wheatley hissed back, admirably making an attempt not to speak aloud. His throaty whisper carried nonetheless. Wheatley was not designed for proper silence.

"Shhh!"

"Ms. Worth,"

Matilda looked up in utter horror as a man who looked every inch a stereotype lumberjack ambled towards her. His girth and size would have dwarfed a grown man and the woman quaking before him was a practically wanted criminal. "Something the matter Ms. Worth?" he asked again in a most unfriendly tone. "Let me see your bag."

Wheatley had the good sense to swiftly swivel his optic right around into the back of his hull and Matilda held her breath as the man dug through the bag. From the junk yard overseers perspective the bag was full of a a smattering of scrap metal, one of which was in an odd spherical shape but nothing he felt compelled to call the woman on.

"Get on lass!" the Commandant barked, shoving the bag in her arms and his ego stroked by the way the she ducked her head and cringed under his glare.

Matilda barely had enough room to breathe in the vehicle and Wheatley noticed. He'd come to think of the woman as another machine. A sad, restrained to a human form hull of a machine. He knocked himself against the side of the bag.

"Matilda!"

The woman sat up straight. It was the first time the robot had ever addressed her by her proper name instead of 'lady'.

"Wheatley? Ooh I'm mad at you! You nearly blew it on the first day!" she huffed at him.

"You can't help me if you die." He insisted. A small part of him also insisted that this train of thought was wrong. Like in the chassis. He did want to speak to Chell again, apologize. Like he had while he was floating through space. His host he knew was not well.

"Can I take you to dinner?".

"You can't pay for me Wheatley. Even if you were human you haven't any cash!"

"Would you go? I don't want you to die."

"Well, alright. We'll go."

Matilda smiled, her resolve in helping the robot strengthening. Wheatley for his part was just glad the woman was around to help him another day.

* * *

><p>After the Friday evening she'd experienced, Chell's perception of human interaction was on a downward spiral. She'd promised Arthur however so she put on the only nice ensemble she owned and went to meet him at Bella Italia.. He bought her a glass of red wine and she could admit that the olives and bread with vinegar was lovely.<p>

"Chell, you're the second I've told. Parents of course were first but I met a lovely girl in the city – Natalie. She's going to be my wife!" he raised his hand to display the gold band on his finger.

Suddenly all of Chell's fears about the evening dissipated. She wasn't vain but she had a certain well-kept fear that the gentleman across from her still carried a torch after she'd turned him down. Upon learning he'd truly moved forward she started to enjoy the evening.

"That is wonderful Arthur." She smiled. "We can keep in touch I hope. About books?"

"In writing." The man affirmed and added "With a pen. No email."

The waiter came and delivered their orders, then went to attend to the newly arrived customer.

* * *

><p>When Matilda Worth walked in, Chell barely noted her presence. Arthur was too smart to question it even though no one had seen the woman in a restaurant in most people's living memory.<p>

"May I see the ring?" Chell asked, extending her hand across the table.

Arthur subjected his hand to the scrutiny.

"It's nice." Chell said and she meant it.

"Oh Chell, isn't that Matilda Worth? In a real restaurant? That woman barely leaves the house. What would she be doing here!"

It occurred to Chell that it was a strange thing to see the woman out and about. Perhaps she'd taken the advice to heart and dismantled Wheatley. It was certainly an optimistic reason for her to have left her place.

"Come on, that poor woman doesn't have a friend in the world. Let's talk to her."

Chell gingerly followed him across the restaurant.

"Hello Matilda!" Arther smiled and sat across from her. "Lovely sweater!"

The woman picked in embarrassment the jumper but was all too obviously grateful for the compliment and she smiled warmly. "Thank you!"

Chell was rather embarrassed as well. "I'm sorry I was short with you the other day."

"That's okay. Are you here together?"

"It's a date!" Arther joked, eliciting a smile from Chell and Matilda alike.

"Join us would you?"

Matilda looked from Arthur to Chell in trepidation but upon seeing both man and woman smiling kindly at her she almost got up so fast she forgot her cane and caught herself on the side of the booth before she toppled to the floor. "Thankyou!" she babbled. "I'll just get the waiter to store my bag!"

Wheatley was trounced off to a dark store cupboard.

His optic narrowed in a slit through the blackness of the storage closet. He'd seen enough. This man was after Chell and he was working his voodoo magic on his host Matilda as well. Jealousy was burning in the little core. No one would steal Chell…and no one would jeapordize his chances at reconciling with the former test subject. The man, 'Arthur' had to go. Maybe Matilda as well. It would be a kindness maybe, separating the woman from her cruel forced attachment to the charisma of that smooth operator.


	4. Chapter 4

**Title:** Night of the Living Wheatley – Part 4

**Rating:** R to a possible NC-17 but for now R.

**Warnings/Pairings:** This is a horror story. While there are elements of romantic intention I would like to point out here and now that any such romance is experienced by a lot of people who really have no idea about what it means to be attracted to other humans. So call it sexual tension, speculation and misplaced possessiveness – which apart from the impending gore and blood and running for one's lives is the warning you get on that front. Also there is an FOC.

**Author's Notes: **This fic was based (as it will now become painfully evident) on rubitinmyeyes' 'evil!Wheatley' design. She's also done some wonderful fanart of Matilda for this story, so I suggest you visit her tumblr and check it out! Without knowing what I was writing, my fiancée put on Exile Vilify while I was writing the end few pages of this chapter and I just burst out laughing. (Not my usual reaction to that song, obviously).

* * *

><p><strong>Chapter 4<strong>

Chell dropped herself out of the conversation as Matilda and Arthur began to discuss the most recent happenings on a television series. The woman had not brought up her job or Wheatley all night and seemed cheerful enough just to share a conversation with someone who was interested and willing to talk.

The woman knew the two probably wouldn't ever truly be close but she resolved to make a dedicated effort to continue their friendlier terms of acquaintance. There was something a little entertaining in the idea of the two being out together: the outcast with the self-imposed outcast.

"You should watch some movies, Chell. It wouldn't kill you, would it? I know you've got the James Bond novels in that collection of yours. Pretty nice looking collection of actors who have played Mr. Bond over the years!" he teased.

"I liked the movies." Matilda offered up. "I've got all of them. Maybe sometime you could…visit."

Chell nodded and gave her her best approximation of a smile, which still seemed to come out like a determined grimace. "We could try."

Matilda paid for her share of the meal without the difficulty that people assumed she might have, living at home and spending very little of what she earned on her own comfort had left her with a significant amount of disposable income. Arthur paid for Chell much to the other woman's protests to the contrary and even gave both women a friendly hug.

Chell could hear the clinking of metal in the bag that Matilda retrieved from the cloak room before they left, never guessing just how close she had been to Wheatley.

Some part of him wanted to call to her, the other was still livid at all he had been put through, watching them positively fawn over that human git and watching his host make friendly with Chell, even though they were supposed to be angry and frustrated and her unwillingness to forgive him together.

The former test subject turned toward her house but something made her glance back at the car park. Perhaps it was paranoia as she thought she could see a blue light emanating from the jangling bag the other woman had been lugging. When she turned back, it seemed to have been her imagination. She was just misunderstanding a sad, desperately lonely woman who more than anything had wanted a friend. Chell herself had felt the same way for a very long time and she couldn't blame her for hoping that Wheatley might have been that friend. She had made the mistake, it was folly to repeat it.

* * *

><p>The A.I. himself could sense every last nuance of the change in the woman as she sealed them into the automobile. He could hear her quickened heartbeat, and hear the happy smile in her voice as she spoke to him.<p>

"We're alone now." Glancing around she undid the bag and a flood of blue light spilled forth from the contents. "Wheatley?"

The optic swiveled towards her, locking on her features, his shutters turned down in a scrutinizing glare. She even looked different. Her cheeks were somewhat flush and she seemed more energetic. He recognized what she was experiencing even though he'd never experienced it in a human body: euphoria.

"You liked that man, didn't you. The one with Chell."

"Hm? Oh, I suppose." Matilda started up the engine.

"Is that why you put me in the coat room?"

"That is what this is about?"

_Yes_

"No. Chell liked him too. Is that what human women like for men to look like?"

Thinking about her own lack of interest in conventional or even human attraction at all, she took some time in answering. "I guess it's safe to say that a lot of them do. Humans have different types, you know, like I was saying before." The car peeled out of the parking lot. "Attractiveness in humans has always been pretty defined by the media, but there's only a small handful that really look like the ones on television or in magazines. In fact they use machines to cover up imperfections."

"So they lie."

"After a fashion. I mean, we've covered height: do you want to be male or female? Your voice is male, so I'm assuming you probably think that way, but we could always change it or build you a female one."

Wheatley thought. He considered that females were more attractive (not Her of course) and if the lessons of tonight's events were anything to go by, females liked males. Therefore, he surmised that if Chell was to like and forgive him and Matilda was going to help him he would need to be male. "Male."

* * *

><p>The process of constructing Wheatley's skeleton was easy on the woman. She did most of the work in her own bedroom to keep prying eyes away from her exposed downstairs workshop and banging and welding metal into the appropriate shapes was the simplest part of her project.<p>

She had to go to the store to buy a number of men's magazines. She got as many as she could: health and fitness, lists of 'hottest celebrities', success stories of business owners and stock brokers. There was even a stack of erotic nude magazines which she tried to hide at the bottom of the pile as she stepped up to the cashier with a flush on her cheeks.

The whispers and teasing were imminent. Matilda Worth looking for a man? Going home with nudie magazines instead of robot parts? It did not give them anything better to like about her other than new things to laugh at their favorite punching bag about.

Chell for her own part avoided people more and more, silently glaring at them in the streets, now more convinced than ever that she had gotten through.

Matilda herself seemed to perk up immensely as construction moved along at a rapid clip. She looked at the magazines with the A.I, noting that for all his earlier inquiries over Arthur's more muscular physique, Wheatley tended to favour height over muscle mass.

The procedure was watched with fascinated curiosity. "It doesn't look anything like a human."

"It does." She nodded, holding out her anatomy book which she had been using as the initial blueprint. When they had raided her house she had been allowed to keep the biology books as they had no obvious practical robotic use, at least, not outwardly. "This is what a human looks like under their muscle and skin. However, you are going to be metal, not bone."

"I remember that. The test subjects that fell in the acid water. They turned into things that looked a lot like this one!"

A shiver went down the woman's spine as she said it, not for his casual comment about humans dissolving in acid water but about what she was going to do with regard to muscle and tissue. If she was going to get away with this and prove her point beyond a shadow of a doubt, she needed to make Wheatley the 'human' as indistinguishable from the real deal as he was going to get. She had been up until now imagining an internal muscle and organ structure made up of parts obtained from a butcher.

It was slowly beginning to sink in that that would never work. She needed human. That would require exactly what she had tried so hard to avoid using or even thinking about: a fresh corpse. The nanobots that would power it in lieu of blood would be simple. This was the trickiest bit. She didn't have the strength to dig up a fresh grave and wasn't sure if she could. However, could she break into a morgue? Even without the fear of being caught, how many men were that tall died and whose bodies would not go missing? Could she even bring herself to hack up a human body?

Her companion noticed as the construction of the skeleton came to fruition was getting wan and pale again and tended to look a little green from time to time. He glanced over at her as she lifted herself from her pillow and kicked in her sleep, her arms grasping and flailing at air.

* * *

><p>Matilda turned over in her bed, the now-familiar feel of sheets entangled around her legs weighing her down. She blearily struggled from them, kicking them away from her legs and flopping over with frustration onto her front, seeking out a slightly drier spot on the pillow to alleviate the horrible combination of heat and chill radiating from her sweat-soaked frame. As she groped for the opposite pillow, bringing it close to her chest she suddenly sat upright.<p>

There was no familiar weight on that opposite pillow, not a dark silent sphere of Wheatley in his powered down state or the soft blue glow that watched her quietly while she endeavored to achieve some facsimile of rest.

She sat bolt upright and it was with a great deal of effort that she did not scream in terror. There was another person in bed with her!

Whoever it was had a flat chest and short hair. Though he seemed to be male, his form was blurred both by the dark and by a featureless blur, as though she suddenly needed glasses whenever she looked directly at him, like a magic eye painting.

"Who are you?" she asked. "What do you want?" There was no sense in pretending he had not seen her, he was only mere inches from her face. She peered deeper into the gloom, trying to work past that strange blur.

He didn't speak but held his arms out to her. For whatever reason she was compelled to move closer to him and he wrapped his arms around her, pulling her back to the bed. Something hard pressed against the lower half of her stomach and she felt the same thrill of warmth and comfort she had that evening when Arthur had hugged her.

"Who are you?" she asked again.

The weight against her stomach intensified, becoming painful as the man's grip tightened and a warm light shone into her face, bright and making her vision pop with stars as she was barely able to breathe with the pressure.

She realized with a start that she was no longer in her bed, instead pressed hard against the ground in the car park, her head mashed uncomfortably into an oozing pile of dirt, as a man shone a hard torch beam into her eyes. His fingers pinned her wrists into the muck, while a hammer swung down hard.

She screamed with pain, writhing to get away, the sledgehammer narrowly missing her knee as she jerked out with the only weapons she had left. Her left leg connected hard with the head of the sledgehammer, knocking it temporarily off course.

"Do you think the rules not apply to you? Do you wish to destroy all our society has built?"

"It's not like that!" she begged. "I was just…just…" she was sobbing openly now, the words she longed to tell them, the careful speeches she would use to explain her actions all having fled from her mind as her terror and need to escape this pain fled her mind.

"You had no business working with us. You have no business being in your father's career. You're just a stupid lady…"

The hammer head caught the light of the torch as it flashed up.

"Stupid…Lady…"

"Lady! LADY! MATILDA!"

Matilda jerked awake, letting out a small squealing scream as something hard hit her in her lap as she bolted up right. There was a clatter as something crashed to the floor and the woman looked wildly around at her silent bedroom. Just barely visible from the side of the bed was a muted blue glow.

"Ow." The core moaned and Matilda, still breathing hard scooted over to the opposite side of the bed to retrieve Wheatley from the floor.

She held him in her lap, rubbing the top of his hull. "I'm sorry."

"Are you insane now? You're not going to die, are you?" he asked, his optic narrowing in a pantomime of worry as his sensors examined the air for vestiges of neurotoxin. He remembered the test subjects he watched twitching and jerking like that in their sleep, especially the ones that had gone insane and the ones that died shortly after spasming and screaming in a slumber they could not wake from until they finally fell twitching and still with their heartbeats and breaths stopped. Then he would have to call Jerry in to clear them away.

"No Wheatley. It was just a nightmare. A bad dream People have nightmares sometimes. Do robots dream?"

"Well, She used to have a black box that apparently replayed the final two minutes of Her life."

"The big computer in the Aperture Labs?"

He rocked back and forth in a nod. "That's what She says, but She's a liar. I wouldn't know. I've never died."

Matilda pulled the core up to her chest in a sort of hug, realizing she must have done so in her sleep as she recognized the pressure she had felt under her ribcage before the dream had turned so wrong.

Once she helped Wheatley out, once she proved she wasn't insane and that her ideas would work, the nightmares would stop. She focused on it the nice part of the dream where she was held by her creation. She knew that once she revealed her successful experiment to the world they would want to take Wheatley and study him, use her ideas and he'd want to be with Chell. Maybe she could just keep him for a little while and he could continue being her friend. There was so very much left to teach him about being a successful human, after all.

* * *

><p>Matilda went to the bank the next morning to withdraw a significant amount of money, which she spent on an expensive leg brace. She had the feeling that the doctor had over-charged her as he had seemed shocked when she produced the significant sum of cash required. He was a shrewd man however and not one to turn down such a hefty sum so she escaped with the walking brace intact. She used her cane for leverage still, choosing to play up her injury as though it had been as bad as it always had been as she trumped to the grocery store to buy her usual scant supplies.<p>

People were still whispering and she caught snatches of their conversation. Evidently her behavior recently, particularly the sexy magazines and the 'date' were still hot topics of conversation.

Some of them were creative. No one bothered to censor themselves around her so she found that a few people imagined she and Chell had started their own romantic relationship between outcasts or that she was ordering in for a mail-order bride.

She could hear discussions of her new brace. The latest curiosity was whether or not her new medical equipment meant her health was deteriorating and that was why she was finally expressing some desperation in looking for a mate.

Well, that was just perfect. In fact it was a little too perfect.

As she drove home she entertained the idea of passing Wheatley off as her 'mail order bride'. She giggled but a small niggling part of her subconscious wanted to keep him for herself. She silenced that part of her brain. She was doing this for him, for Chell. Only the experiment and its success was for herself.

It took a great deal of effort not to explain to Wheatley where she was going but she knew that if she did not come back his greatest chance for survival was ignorance. She hoped Chell would come to her senses if she did fail at her mission.

She excused herself for an errand later in the evening, packing her purse with the delicate tools that would enable her to quickly and efficiently disable any security systems. She didn't imagine there would be much resistance because who but a madwoman would ever want to rob a morgue?

Maybe she should be worried. Maybe they'd come looking for her to accuse her of her new fetish of necrophilia.

As she predicted, the security cameras and alarms were silenced with little trouble and she began to peer into the open drawers, the silence and the death creeping her out. She had nearly gone through the whole wall of storage containers before she hit on her incredible stroke of luck.

He was tall and too slender. Even her own body did not quite bear this man's level of neglect, but there was something pleasant about his sleeping face. He wasn't exceptionally handsome, fish-belly pale skin and still-soft almost strawberry blonde hair that was shaggy and unkempt.

She moved down his body, shifting the torch to between her teeth to measure his body, fairly trembling with excitement as the calculations added up. It was almost too much to ask that, as she looked at the tag on his toe, it bore the name 'John Doe': the quintessential moniker given to an unknown person. He was perfect. He might have even gone unmissed, but Matilda had thought that far ahead.

She hauled the body carefully onto the floor, struggling but silently, replacing it with a jar of ashes she'd scooped out of her fireplace. With some luck, the employees would imagine that they had already purged the body for disposal or burial in unmarked graves or whatever they did with the poor souls whose homeless bodies littered the streets.

She reconnected the security systems in the morgue and made it home without incident, sneaking past Wheatley who had evidently powered down.

Dragging the frail form as carefully as she could up the stairs, she propped it against the baseboard of her bed and went into the toilet, sitting on the closed seat of the loo and pressing her palms deep into her eyes.

There was a dead man in her house. What had she become?


	5. Chapter 5

**Title: **Night of the Living Wheatley (Part 5/?)

**Rating:** R

**Warnings/Pairings:** None, FOC and potential gore/horror type stuff for down the road.

**Summary: **Based on rubitinmyeyes' evil Wheatley picture…a contrite Wheatley makes it back to earth, where he finds a hostile Chell and an outcast Scientist willing to help him. Of course, the results were disastrous the first time Wheatley got a little agency and power…you can bet the little moron's learned nothing.

* * *

><p>Despite the fact that her own wardrobe constituted nothing fancy and was considered perhaps a bit masculine according by some of the other women in the community, Chell actually enjoyed shopping for clothing. Anything that was not an orange jumpsuit comprised of synthetic Aperture Science fibre was enjoyable to wear.<p>

Most of the places Chell chose to shop were inexpensive but what she did buy was comfortable and she was more than happy with the results. She passed through the men's section on the way to the women's at the back of the store, nodding at Matilda when she spotted her. In light of her resolve to speak more frequently to the other woman she stopped herself and walked over. "Good afternoon."

It was not perhaps the most eloquent address but Chell figured her new friend would not acknowledge it.

In spite of that the response was not what the other woman had expected. With a start, Matilda dropped the six pack of men's briefs she'd been examining. "Ah, hello!"

Chell was too observant a person to ignore that something unusual was happening in this situation. The first clue was that Matilda seemed to own nothing but oversized jumpers and raggedy jeans. Today's selection was a particularly ugly brown and orange combination that had been washed so many times it had started to obtain little fuzzballs.. The second clue was that the selection of shorts she had dropped were made for men and the shirts and trousers she still had draped over her arm were easily for someone twice her size. Chell didn't have any particular bias regarding clothing choice but everything was made for a person two times both their heights.

"Oh hullo! Hullo Chell. I'm ah, as you see, I'm shopping." Matilda stuttered. "For a friend. Lovely to see you Chell! Goodbye!" With that, the disabled woman clomped hurriedly off to the counter to pay for her items. Her foot-brace clanged against the ground. The undesired attention after a dramatic exit would have been almost comedic but Chell could not shake the feeling of danger that tugged at her subconscious.

In spite of her worries she forced herself to return to the back of the store but she could not sufficiently distract herself with something as mundane as a selection of jeans. Something was bothering her about this new 'beau' Matilda suddenly had. On the one hand, she argued in her mind: if she herself was the individual despised by the whole town, she would wish to keep a relationship that she was in secret as well. On the other hand there were pieces about this whirlwind fling that didn't add up. Why would the woman want to look at nude magazines if she had a partner? Why would she pick out clothing in broad daylight if she wanted it to be a secret?

Knowing that she was being suspicious with unfounded evidence, Chell also knew that her instincts were rarely wrong and she eventually decided that the situation bore further inspection, so she began the short trek over to the other woman's home and workplace.

She immediately wished she hadn't. Though the shades were drawn, the window was backlit by a warm, inviting glow where a tall thin silhouette could be seen welcoming a smaller one to it with open arms. The two sank outside of her line of vision.

Feeling very hot and embarrassed at having witnessed what was evidently a very private and intimate moment between two people, Chell hurried away. In her haste, she stumbled over a bit of trash, stashed around the side of the house.

Chell barely acknowledged the scrape on her leg from the ensuing tumble to the ground. Aperture had dealt her worse blows, but the scrap of metal she had tripped upon was familiar. Too familiar for her tastes. All the worries that Matilda might have heard her trespassing fled her mind as she scooped up the bit of metal. It was just metal now.

It struck Chell to her core to look at what was left of Wheatley. Silent, quiet, never to move or speak any longer. He'd certainly been an evil thing in the end but looking at the hull of the core, seeing him as a big hunk of nothing that she'd tripped over like a stone in the street truly disturbed her. She both applauded Matilda's tenacity in getting rid of him and listening to her own concerns but a part of her felt that being forgotten utterly was too harsh of a punishment and fate. He'd just wanted to have been someone, like any normal human being. Perhaps it took this fate for her to arriving at an understanding why Matilda was a technophile. Even Chell could feel something for Wheatley in robotic 'death'.

No one seemed to be coming so she sat up and pulled the little round form into her lap. She eased the shutters down over the blackened optic. As an afterthought she rolled him towards the garage. She knew Matilda used scrap metal and maybe his parts would be put to use for something productive.

Common sense suggested Matilda could not have possibly gone from loving robots to discarding one in the trash in a single night's time but Chell was optimistic for a change. For once things seemed to be looking up.

She left the house in a hurry after that, stopping by the grocery mart on the way.

"…weirdo."

Something about the attitude conveyed by the snippet of speech made Chell tune in.

"It won't last. Whoever it is will find out and then she'll get dumped."

Chell was a more confident person than Matilda would ever be and she had nowhere near the experience of being shunned by society. Qualms about turning on the gossiping public never crossed her mind. In a second, her powerful fingers had caught the perpetrator by the collar of her jumper, ironically in the same fashion she had menaced Matilda two weeks prior.

"Her friend loves her."

Dropping the stunned woman to the floor, Chell left the grocery store with a bag of bread, Satsuma and frozen corn wishing she had said something more intimidating or even had the wherewithal to have explained herself. She did realize the message had been sent and it filled her with confidence. She was starting to like Matilda Worth and she knew it if she was willing to defend her. Perhaps the friendship could grow. It would be her first real one since leaving Aperture.

A girlfriend. A real friend. A normal friend.

* * *

><p>The core remained powered down as Matilda crept down the stairs upon the return from her excursion. There was little time left before the body went into a state of decomposition beyond the aid of her computer-aided biotechnical abilities but the lifeless slumped man in her bedroom was more than she could abide.<p>

She turned on the water in the sink, hot and at full blast, soaping her hands up to the wrists. Her heart was still thudding from the adrenaline rush of her crime and the scope of what she was about to ostensibly get away with.

A light flickered on behind her and in the next moment she let out a scream and toppled forward almost into the sink itself, upsetting the washing up liquid bottle and cracking her forehead on the spigot.

Wheatley, whose optic had been the source of Matilda's startling let out a similar noise of surprise. "Sorry, sorry! I was waiting for you! Where did you go?"

His tone was accusing but Matilda barely noticed as she struggled for purchase on the now water-slick floor. "Out! Had to go…out." She wheezed while gasping greedily for air and managing to catch a precarious hold on the countertop with one hand, the other pressed against her heaving chest. "Just out. For a friend."

Wheatley's optic narrowed. In his mechanical brain, the 'friend' most certainly meant that male human that had such a thrall over his 'own' two humans. He closed his shutters in the approximation of an expression that on a human could have been likened to a grim smile. "Well that sounds brilliant."

Now that the initial shock had passed, Matilda took stock of the irritation in the core's tone and made her way across the kitchen. "I'm sorry I took so long. It was kind of a delicate operation." She picked Wheatley up and took him into the sitting room despite the fact that the window of time she would have to work on his body was rapidly closing. "If it helps, I'm going to be done with your body soon." It was more of a pep talk to herself.

The news did improve Wheatley's mood immeasurably. "Oh well. That's brilliant then! How soon do you think it will be?"

Matilda's jaw set in firm resolve. "Soon enough."

"Well. Not to pry or anything but since you're up, shouldn't you be working? I mean, humans don't get things done when they're watching the telly do they?"

Wheatley's imperious tone only served to make Matilda more determined. "You're right."

With that, the woman rose from her seat, placing her mechanical companion firmly into the seats of the couch. The last Wheatley saw of her that night was a brief glimpse of her dragging a large blue tarp from her garage and up the stairs.

* * *

><p>Matilda may have been nervous but she had been working with small parts and tools long enough that she could hold her hands perfectly steady as she guided the surgical saw in a smooth line from the body's skull to the base of the spine. She adjusted the mask over her nose; the cold temperature the body had been preserved in ensured there was no smell but Matilda did not trust her own reflexes not to betray her.<p>

Replacing the skeleton was more grisly work than even the woman's mind knew. Elbow-deep in half-frozen organs, she found herself unwinding thin veins from tricky positions which made trying to keep intestines coiled a tedious task.

She deftly removed the brain from the unfortunate human's skull and scooped up the leavings of the calcium based human skeleton, breaking it into pieces with her fingers, refusing to look at the parts of a human body she had so long avoided for reasons that had little to do with surgery. The bones and the soft tissue of the brain were crammed into a plastic bread bag.

The bag was yellow opaque plastic and Matilda breathed a sigh of relief once she tied up the end and stuffed it into a biodegradable rubbish sack. It crunched and squished beneath even her frail fingers but the old adage of 'out of sight, out of mind' rang true as her stomach which had been queasy throughout the operation process had settled.

No one was awake at half one in the AM and so no one saw Matilda dig a further divet into Wheatley's initial crash site and bury a trash bag of broken body parts and human meat.

She returned to her bedroom turned surgery and began to sew up the body. All her cuts were clean but she had no access to surgical threads so the thick black wire from her toolbox would have to do. If he wore long-sleeved shirts and full-length trousers, no one would be suspicious she assured herself.

All that was left was the mechanical brain. Matilda took a breath and stepped downstairs. This didn't bother her as much. Mechanical engineering she could live with.

"Wheatley?"

The core swiveled in his hull to look at her. "Yes luv? My goodness you look horrid…I well, you always look nice but right now you look terrible."

Matilda was physically aware of the droop of her eyelids and the rings beneath them but she was so determined to finish this at this point the comment barely registered.

"Wheatley, I'm done. With your body."

"What! That is absolutely brilliant!"

Matilda twiddled her fingers. "Ah. There is an issue."

"What's this now?"

"I'll have to shut you off while I…make the transaction."

If it were possible for a robot to blanch Wheatley certainly did a marvelous bit of mimicry. "What do you mean!"

"Not forever! You can trust me. Remember when you thought I'd have shut you off while I fixed up your optical lens? And I didn't blind you and I did what I said!"

The core took in the soft pleading and stared.

For a moment Matilda wondered if he wouldn't be happier being in his old body. "You don't have to?" It was a question for them both. For a glorious instant she thought he might agree.

"Alright." He responded at length. "I trust you."

Those words inspired the Scientist and she quietly took the metal ball into her lap, her expert fingers finding the few wires that would disconnect his central processors. "I'm going to shut you down now."

Those words were the last Wheatley heard and he knew nothing after the disconnecting from the metal sphere, including the placement of that old and crude body into the trash nor the final stitches and the soft smoothing of the blonde hair over the skull stitches until the electrical currents in the processor heart started pumping Matilda's nanobots like blood through the brain bringing the metal-boned almost human into awareness once more.

Matilda sat down heavily, a raw ache in her leg. She was actually glad for the pain as it distracted her from wondering what Wheatley would think upon waking.

* * *

><p>The former robot was enthralled when he woke. The ability to move, all the small sensations in every bit of his being was amazing. It was all new, wonderful and special. No management rail, total movement and he wouldn't die if he did something 'wrong'. Humans didn't die if they did 'wrong' things. He flexed his fingers, excited by the way they bent in three places. He stretched up feeling sensations shoot through his torso. His gaze landed on the coiled figure of a very tired woman and he reached out and brushed the curve of her knee.<p>

She didn't move but he rubbed his fingers over the skin-covered bone. This time she stirred.

"Please don't touch me…" Her words were slurred and when she sat up the grey parts of her hair fell into her eyes.

He snatched his had back. "Lady I didn't do anything."

She shifted sleepily and then her eyes flew open. "Oh my GOD!"

Matilda was on her feet in a second. "Do you feel alright?"

It took a little effort to move but Wheatley managed to drape his arms over her shoulders and he pulled her gently into his lap, mimicking the way she'd always held him.

Matilda had meant to tell Wheatley that most humans did not sit with other humans in their laps, but the words died in her throat. How many times had she sat with the core in her own lap? He was simply emulating what he had witnessed.

She decided she could always take the opportunity to iron out imperfections in the design and so she found herself resting fully back against his chest. The nanobots rushed in and out of his once-dead veins like blood, warming the dead flesh and rejuvenating the muscles. She'd noticed he wasn't as stiff as he had been when she'd first woken the body. His heart did not beat but that was a non-issue. He did not have to breathe either and this she would have to remedy.

"Wheatley, you have to breathe." She said, putting her ear against his chest. "I mean, you don't have to but you will have to if you want people to think you're human."

"That's barbaric!" he yelped.

Matilda looked up into his face, shocked at his expression of anger until she realized he was watching something on the television and not paying attention to her reprimand at all. She followed his line of vision to where the newscaster was replaying the results of the weekend's football match. She suppressed a giggle.

"Humans like kicking around defenseless balls for fun?" he asked her.

"Well, not all of them. It's a rubber ball, not metal at all." She put her arms around his shoulders and gave them a squeeze. "It's alright."

Her head found the crook of his shoulder. What was she doing? She was nearly fourty years old.

_Thirty-two._

Much too old to be interested in men.

_He's not a man._

He's Chell's friend.

_He's your creation._

Somehow she didn't mind and just as she made up her mind (Wheatley was hers) the phone rang.

Almost relieved by the distraction she picked it up. "Hullo?"

"Matilda, it's me, Arthur! I have a big issue!"

She pulled a post-it note off the fridge somewhat defiantly. Whatever Arthur had to say was more important than her issues with Wheatley. "Go on."

"My car has been having troubles. I need a mechanic soon because Natalie and I leave tomorrow!"

"I'll be right there."

"Thank you Matilda…can I do something for you?"

"Oh no. It's just fine. I'll be there in a few moments."

"Wheatley, I'll be right back. I've got a job."

"Fine." The former core intoned.

Wheatley was watching the way the heart beat harder under the pale translucent skin of Matilda's chest. Male humans excited her. They excited Chell too. Somehow he failed at producing those responses.

The Arthur human did that for both and he could only watch as Matilda jumped to his command. The only way that he could fix this was to get rid of the Arthur human.

* * *

><p>Arthur welcomed Matilda who couldn't shake the feeling she was being watched.<p>

The man directed Matilda out of the dooway into the garage. Wheatley took stock of the way she smiled and flushed.

"There is your problem." Matilda explained. "It's simple wear and tear. I think if I do a basic repair job and you don't flood the engine when you start the car, this will last."

"What do you mean?"

"Don't pump the gas when you start the car." Matilda intoned dryly. "That's what ruined the engine to this state."

"Oh! Okay."

From the bushes Wheatley watched as his human expressed joy as she pulled out her tools. She clearly loved this human. Working on his car made her heart beat faster. It made her happy.

Eventually she left and he moved in. The male human didn't make as much noise as he thought. Not even real words. He just gurgled when he pressed down over his throat and finally went quiet and limp. Didn't even apologize. His new fingers were strong. Amazingly strong. Now he could treat Matilda like he'd wanted. Her heart would beat fast like it did around him. Then, he could make Chell's heart beat faster too.

* * *

><p>Wheatley seemed to be waiting for her when Matilda returned. She was shocked by the ferocity when the now-human core took her into his arms.<p>

The way he held her she couldn't even see herself as 40 years young. To Wheatley he wondered why with the elimination of his rival his heartbeat didn't increase and he felt no emotions s. He was holding her right, he was doing what male humans did with female humans.

Perhaps if he told her it would work. Humans felt things for other humans...that was normal.

"Matilda?"

"Yes?"

"I think you'll find this amazing. I got rid of the man who makes you and Chell so happy…so now you'll like me instead."

The woman's heart started suddenly beating faster and Wheatley knew he'd won finally. The elation was short lived as the woman exploded out of the bed. She raced down the stairs and pulled on a jacket.

Wheatley grinned. She would return and then….he would feel those emotions finally.

Matilda, tears blurring her vision exploded into Arthur's house. A bloodied corpse littered the floor and that was all she needed to know

She drove her car carefully through barely contained hysterical tears to the old house on the outskirts of town, banging on the door. "Chell open up please please please! I've done a horrid thing!"


	6. Chapter 6

**Title:** Night of the Living Wheatley - Part 6

**Rated: **R

**Warnings: **Murder-y funtimes with Wheatley.

**Summary:** …hands work better than bombs. Y'know. For the part where he kills you. As always, a reminder that this piece is based off of rubitinmyeyes' evil Wheatley which - if you haven't seen it yet, you SHOULD.

* * *

><p>Kevin Thompson yawned and leaned back, watching his two friends blasting zombies on the videogame screen.<p>

"Guys. I'm kind of bored. Let's go out and do something fun."

"Won't your mum bitch at you if we haven't done the homework yet?"

"Nah, she won't if we don't tell her."

"What did you want to do? Movie?"

"Nah, it's already too late. She'll be pissed if she has to drive us anywhere."

"Fine then, what?"

"Wanna go TP something?"

"So what are we doing? The school?"

"Nah, I was thinking we'd go give the crazy lady something to go with the eggs. Such a waste of time that it went and rained that night, but it's an awesome idea. Picking wet toilet paper off a house is gonna take fuckin' ages!"

"Seems as good an idea as any. I can dig it."

The trio crept down the stairs. Predictably, Kevin's mother called out to him. "Where are you going? It's past nine o'clock. I don't want you out late and you'd better have done your homework."

"Yeah, I know, I know. Jake just forgot one of our books at his place and stuff. We're gonna go get it and come right back, promise."

Kevin's mum shook her head. "Alright. Be back in half an hour, okay?"

The streets were quiet as the three rode their bikes to the late-night convenience store.

"Fuck robots are dumb." Jake pointed out as the automated cashier rang their packages of toilet paper. "Guess we should count our blessings. Any human would know what we were planning to do."

The boys trooped outside. The was one lone man who seemed to be looking around for someone.

"Aw fuck…" Kevin whispered. "You think he heard us?"

"So what if he did? It's just the Worth place. Nobody gives a crap."

"Dude, he's coming towards us! Shit dude."

"Matilda Worth?" he asked.

The three boys were agog as the man approached them. "Holy fuck there is something SERIOUSLY wrong with your eyes dude!"

The man with the glowing eyes stared them down. "What do you want with my human?"

"Your…"

"She's missing. I want her back."

"Shit she's probably at her house, I don't know dude."

A flicker of recognition arose in the man's face. "I know your voice."

Kevin stared. "Don't know you man. Don't want to."

"You were at her house that night. Now, I know my human's been naughty but I am trying to right a wrong here."

He caught the boy's wrists before he could react and gave a sharp twist to both. The bones cracked and a little more pressure was even enough to separate the wrists from the fingers. "Lobbing little yellow bombs at my human isn't nice."

All three boys screamed at once, one in pain and the other two in horror at what they had just witnessed.

"By the way you smelly, dirty little humans, I am NOT a moron."

With his long legs, Wheatley soon caught up with the remaining two boys. "That will be the last lesson you lot will ever get. Oh and by the way, this IS the part where I kill you."

Snapping necks just worked so much better than bombs. He should have gotten himself a pair of hands years ago.

* * *

><p>Sometimes, Chell dreamed of the labs. It was difficult to truly leave behind somewhere you had literally spent several lifetimes. In those dreams GLaDOS and Wheatley were there, somehow magically kind instead of respectively acerbic and demanding. Before she knew what was happening, a harsh banging cut through those pleasant thoughts and the warm comfort of sleep.<p>

"Please, please please!" were the first words she registered. There was something familiar about the voice. GLaDOS, not even in a topsy-turvy dream world, was capable of begging. That thought eventually woke her enough to realize that the noise was not in fact a part of her dreams. It was increasing in pitch and ferocity; the banging on the door intensifying with every yell.

Matilda was caught mid-bang her fingers falling short of the door. She braced herself on the frame, just in time, her cheeks blotched with tears and her hair in a worse, rumpled fright than was usual.

Unsure of how to proceed, Chell could only wait for her to continue.

"He…I…Wheatley…"

"Wheatley? Wheatley is…" It was Chell's turn to be embarrassed. "I saw the deactivated core. I came by your house after you ran off from me in the store and I saw him in your trash."

Now Matilda looked surprised and for a moment a look of betrayal crossed her face. _Et-tu, Chell?_ The words hung unspoken in the air between them.

In the next second however the other woman was contrite, the urgency once more flooding her tone. "I made him a body and Chell, he murdered Arthur!"

The gravity and absurdity of the situation took a long, agonizing moment to sink in. Unfortunately, it didn't quite have to. The door splintered and fingers that looked human but glowed with veins of eerily blue blood made short work of even the strong metal locks.

Chell could only gape and somehow reflexively coiled her fingers around Matilda. Even though he was no longer spherical it was somehow impossible not to recognize Wheatley. If Chell had not known him by sight, the unlikely Bristol lilt in the middle of small-town Michigan was a dead giveaway.

Matilda quailed behind Chell, whose brave stance belied the real fear she was experiencing. She had no real idea as to how to cope with a moving, mobile menace.

Then again, Wheatley himself was new to his body and although it was a small consolation the chance that factmight give them a window of time was an opportunity to be seized.

Perhaps the acquaintance between the two women was tenuous at best but Chell had never witnessed Matilda expressing such terror for a machine.

"Wheatley, please…" the thin tone that came from Matilda's throat should have melted even the stoniest of hearts. For a moment it looked as though it may have worked.

"Now, why would you rush off like that, luv? It's just not nice, is it?" he asked, low and dangerous. In Chell's mind's eye she could see him above her in the elevator, blue optic flaring out as he drew himself up.

Matilda seemed to gather herself. "You killed him! Humans don't kill other humans! What did he ever do to you?" she asked desperately, her brown eyes meeting the unnatural nano-bot enhanced blue that were now darkened almost to an indigo.

"You're mine." Wheatley replied simply. "No one else has claim on you."

Chell had heard this speech before. She had been 'his' property to test as he saw fit she knew what was coming. Even then, only her honed reflexes saved them when he lunged. The whimper of pain from the other woman barely registered to Chell.

"Make yourself useful!" she snapped. Luckily, this mess she'd created aside her companion was less of a fool than she thought.

"I brought my car!" she huffed and Chell in spite of her annoyance admired the woman's tenacity as she tried to keep up with Chell's pace. Chell never drove if she could help it so she all but threw Matilda into the driver's side of the car.

Wheatley was hot on their heels and his powerful fingers closed over Matilda's bad leg as she struggled to right herself. "No getting away from me, luv. You're the weaker one and you're the one who made me strong. You should have listened to my lady friend there." He chuckled, reveling in his own sense of power.

Chell knew just how true that taunt was. Her keen mind struggled between fight and flight the realization that stealing a vehicle she had no idea how to operate was as potentially deadly as dealing with this this new Wheatley.

Thankfully Matilda made the decision for her, gritting her teeth and kicking out as hard as she could with that mangled leg and mercifully catching Wheatley by surprise, hard in the jaw. Both human and android made noises of pain and anger. Miraculously the two women were suddenly both in the car with the doors slammed shut and locked. Chell's stomach turned over with vertigo as Matilda jammed down on the gas, rubber tyres smoking as she peeled directionlessly away from Wheatley.

When her heart had settled, Chell turned to the driver who was still doggedly burning petrol. "Where are we going?"

The response was what Chell had predicted.

"I don't know."

Fortunately, the former test subject had already thought of a better answer. "I do. Take a left here."

"Oh, okay…" Matilda heaved a deep breath and obeyed.

"We're going to the wheat fields."

Matilda's head snapped over to Chell so fast she worried they would crash the car. "WHY!"

"Because I know someone."

Matilda did pause the car at that point. "You know someone." It was a statement, not a question. "In the wheat fields."

"I know someone."

"I don't like the way that sounds." Matilda whispered. She would have been glad that Chell had not heard it or she might have indeed found herself the victim of a carjacking.

"Trust me this time, would you?"

Matilda nodded and they started up again.

* * *

><p>Even Chell was impressed by Matilda's reaction to the labs. Considering the gravity of the situation it felt like coming home to Chell. Matilda understood the need for silence on Chell's part though the gentle gasps and intrigued noises were inspiring rather than irritating. She felt conflicted. This woman had made Wheatley dangerous, she'd specifically disregarded her warnings and she'd made him a monster…had she… Chell recalled what she'd witnessed earlier. Had she actually fallen in love with him? Done the things Chell had only read about in books only to pay a dire price from her last hope at companionship? She shook the thoughts from her mind. She'd wondered the same things about herself sometimes. GLaDOS, Wheatley, Caroline?<p>

Matilda in her own way understood this place. The two women were met by testing robots and they seemed to know Chell, nuzzling the woman as though she was one of their own.

Matilda leaned down and smiled. She knew their language better than her own. "Hello!" She bent forward and within seconds the little robots were giggling like they had shared in a private joke.

They probably had, Chell mused. It would have been a beautiful moment considering the pity she'd been feeling earlier if the situation was not so dire and a very angry, acerbic voice hadn't chosen to interrupt. Matilda's attention was drawn to the metal construct hanging down from the centre of the room, a baleful yellow optic now trained on the both of them.

"Well, you're back. I wish I could call it a pleasure, but I said goodbye for good a long time ago. I can see you've let yourself go soft. I'm afraid I will be having to expend more energy to want the extra amount of you gone from my sight. I don't know what that interesting-looking thing you brought with you is, but I doubt it's a 'friend'. Do you need me to help you give her some of that extra weight you're carrying around?"

There was an exorbitantly long pause until finally Matilda broke in. Chell for whatever reason seemed to have gone mute. "Ma'am, We've come to ask for your help."

The A.I. performed a spectacular interpretation of an eye roll. "Maybe you can take some notes from this one. It's parents must have at least taught it well in spite of it's monstrously unusual looks. Very commendable of them. Humans love maudlin idiots."

Chell glared at Matilda.

Still confused with regards to Chell's sudden silence the older (by how much she was she was in fact younger, she did not realize.) woman elaborated. "I met Wheatley."

"The I.D. Sphere."

"Um, I'm not a hundred percent sure what that's about but I guess you know him." Matilda cast a desperate look at Chell, begging her to speak up. No such luck. "He's gone mad…ma'am. Utterly mad, and, it was my fault."

GLaDOS optic swiveled towards Chell. "Oh so you did create some new disaster. I was waiting for that to happen."

The silence that ensued was broken with a crash, created by a construct who ore a striking resemblance to a human. "Well well." He drawled. "You are predictable. I thought to myself, where would my test subject go for help? And the answer just popped into my brilliant mind. Running off to her best friend of course! Hello, how have you been, PotaDOS?"

GLaDOS' optic widened in shock. For once the A.I. seemed incapable of a smart retort.

Matilda gave a small yelp of horror.

"Don't think I haven't forgotten you missy. I think you need a little payback for hitting me like that, not to mention all the running you've been doing, messing about with other humans behind my back. How many have you got. Hm? Squirreled away like little…squirrelly things?"

GLaDOS, Chell and Matilda all reacted at the same time.

"You did WHAT with the moron?" the A.I made a noise of disgust, just as Chell looked at her sharply and Matilda shouted at the same time.

"I didn't…I've neverl!"

Wheatley was already taking advantage of the confusion to advance towards them.

"Please Wheatley!" She turned to GLaDOS desperately in the same breath. "Help us, please!"

There was a clanging of plates and to Chell's relief a wall sprang up between the two women and the advancing android. That bought them some time, Aperture was made to last, but then so was Wheatley. Chell was beginning to wonder if the only thing they could do was keep putting obstacles in his way until they both die gave up or GLaDOS got bored. The look on Matilda's face suggested that she was wondering the same thing.

"Now you know what quid pro quo is, don't you?" GLaDOS piped up once again. "The unfortunate thing about having to phase out human testing is that it does get boring, and the two of you brought the moron into my facility which he will destroy trying to get to you. So I have a solution I think we'll both be happy with. I have test chambers, you can test or you can wait here and become part of the not being alive club."

"Test?"

Chell sighed with resignation as two ASHPD guns were dropped for them. They were slightly different than the one she'd worked with. Two guns, specifically for two test subjects.

Matilda was staring at hers. Chell just hoped that her skill with technology would extend to the one and only weapon GLaDOS intended to let them have against Wheatley.


	7. Chapter 7

**Title:** Night of the Living Wheatley - Part 7

**Rated: **T

**Warnings: **Nothing I can give away

**Summary:** This is NOT the last chapter, and yep I've warned the fiancee that if he wants to go to the pub tonight there's barbed wire around the perimeter…but I warn you this isn't the final chapter.

*deep breath* Also I remind you that I write horror fics and this has a lot of classic elements. Take that as you will.

**Disclaimer: **I'm a Professor, not a Game Designer, Jim. Portal 2 is Valve's awesome brainchild. But if this is the first you're hearing of this fic - it was inspired by rubitinmyeyes' medical horror Wheatley. Go see it for extreme nightmare funtimes.

* * *

><p>Cold fingers dug into the equally frigid metal of the laboratory walls. Rage dulled the painful sensations in the soft pads of his fingers which strained to tear down the barrier She'd put up to try to keep him away from what was rightfully his. Though the skin tore and the joints ached, it was merely a small virus in the hard drive. Just a little inconvenience, a minor setback so easily quarantined and eliminated in a well-timed test chamber.<p>

Once he had his human back she would fix whatever silly cosmetic things needed to be done. Perhaps she could even be coaxed into fixing that 'pain' flaw. After that he could dispose with the both of them. Neither the one who had failed to build a constant solution to the frustrating Itch within his mainframe nor the one who had so callously sent him to space deserved the charity of continued existence. Utterly useless the both of them if they were so totally unable to inspire the functions within him that they had been programmed to accomplish.

Were humans programmed? That bore thinking about. This was a good time to do so, he noted as he gained a little more leverage. His strength was certainly not failing him.

The problem of course lay not with him – he was functioning as he was meant to. He was so obviously powerful. He had been personally privy to the sensations he, Wheatley had caused and felt for himself in Matilda: the racing heart, the flush of the cheeks, the warmth. No, he was performing correctly. The corruption was in the females for not reciprocating. He'd killed the competition and that should have fixed the issue.

Idly, somewhere in the back of his processing unit he wondered if She would be better saved to an existence of remaining in a potato battery. She'd been so much easier to handle back then. No power of Her own coupled with total compliance to him (Him). As the order of mechanical intelligence should be. It bore thinking about, but first things first.

The metal groaned in a satisfying way under the relentless stress of the powerful metal frame that He'd coerced his human into obtaining for him. He should have learned his lesson early on with the mute: all humans had only one primary directive. Once that was complete they were little more than glorified meat bags: disposable.

A little master hacking and the panels started to give, bolts popping away to reveal the chambers beyond.

Ah, lovely progress. Brilliant.

* * *

><p>"You do realize he's destroying my facility don't you? The yellow optic glared balefully down at the two women. "I was under the impression you both did NOT want to die."<p>

Matilda looked over at Chell. It was unsurprising that she had expressed immediate interest in the ASHPD but she was also clearly at the very least confused enough to exercise a modicum of caution. She shot Chell a questioning look, mimicking her motions of fitting the glove-like structure of the gun over her right hand and supporting it at waist level with the left.

"Now what?" she inquired, mostly to overlay the squeal of protesting metal and the strange silence that the normally vocal woman was exuding.

Chell for her own part was watching her companion closely, taking stock and inventory of the situation. Matilda's ability with the ASHPD would determine their chances of survival, but the way the older (or at least, older looking) woman interacted with GLaDOS was almost distracting. The sympathetic understanding that the engineer had for the machine even knowing it despised her was a wonder. She understood GLaDOS on a different level than Chell ever had. Indeed, GLaDOS may have been the only constant 'companion' in Chell's life for a very long time but they had certainly never been close except by necessity. When Matilda gazed up at the demanding A.I, it was although she saw not a collection of programs but a collection of emotions. That expression was an awe-inspiring look of compassion and devoid of the pity that Chell had for both human and machine alike.

The former test subect shook the thoughts from her head with an effort and fired the ASHPD into the wall above her.

"Chell, what in the…?" Matilda moved to the wall, pressing her nose as close as she dared to the vibrant blue outline of the portal in natural scientific curiosity. She gasped again as Chell continued the demonstration of how to move around the area using its orange companion as a tool. "This is incredible! Technology like this exists! All buried here! How many years could it have been down here?"

There was no time for a practical lesson save a furtive warning look. Clever though the woman might have been, she was blind as a bat when it came to the danger of this facility and everything produced by it. The eerie sounds were growing in volume as Wheatley systematically tore his way through the building.

In response GLaDOS threw up another wall, shepherding the duo towards the lift. Chell noted that this one was made of a flimsier plexiglass style material she recognized from some of her earlier test chambers. It was GLaDOS' roundabout method of warning them that she could not protect them forever and furthermore would refuse to entirely if her demands were not met.

The duo boarded the lift with little more fanfare.

As they flew downwards Matilda instantly tipped the end of the ASHPD towards her face in the obvious hopes of examining the technology behind its functions. Chell smacked her hand away, forcing her partner to look into her unforgiving and furious face, hoping to finally get her message across and if she dared to hope, even stop this relentless interest in Aperture. Looking into the end of the Portal device had been strictly discouraged by the test chamber's erstwhile announcer and Chell was not inclined to discover what horrific problems ignoring that warning could cause for them now. Besides that, owing anything to GLaDOS was never an advantageous position to be in, nor of course was being in proximity to any power mad AI. Especially one unconfined to a lair.

The lift shuddered to a halt and Chell stepped forward, determined to put as much distance between herself and Wheatley as was immediately possible. She expected her companion to be slower by dint of her injury but before she could register the lack of footsteps behind her, a horrible clunk followed by sickly retching caused her blood to freeze in her veins. She spun on the spot, preparing for a fight.

While she was relieved, if Chell had been a different sort of person, she might have been also moved by what she saw.

"I…I'm sorry." Matilda had slumped forward to her hands and knees, slippery ropes of foul-smelling bile hanging from her mouth and puddling beneath her face. She retched again, tears leaking from her eyes with the great heave of her stomach. Evidently the situation had caught up with her. She could not have picked a worse time of course. "This is too much. Way too much. I'm too old."

Though sorely tempted to leave her there to whatever fate Wheatley had in store, Chell knew full well that GLaDOS never did anything without a reason. She would probably have had no problem finding a more fitting collateral for Matilda's idiocy and even a gamble on their protection. Perhaps a test that involved the scientist squaring off against her abominable creation directly. Instead she had spared her to help Chell revisit the memories of old Aperture. Two test subjects meant that if Chell herself had a hope of survival here, she would need her partner intact and functional.

It didn't stop her from being angry and she was far away enough from any bastard AI that she felt her voice was the deadliest weapon against this foe's density. "I'm older than you. I've been living in this facility for who knows how long. I've done every chamber and every test, I even made your mistake: I trusted Wheatley too. You know what he put me through? This. I didn't get a ride down an elevator shaft, I had to fall while he threw every sacrifice I made for him in my face. He tried to coax me into pits, mash me to a pulp, threw bombs at me and nearly sucked me into outer space. So learn from your mistakes for a change and get over yourself. You made a mistake. We have to work together if we want out. We have to work together or believe me, you would be doing test chambers for Her, and GLaDOS is going to make this moment feel like a pat on the back and Wheatley look like a saint. So it's your choice. Stay here and doom us both, leave your mistake to the rest of the world, be remembered that way. Or get to your feet and help me fix it."

Matilda blinked at her owlishly. After the long silences and furious glares this sudden outburst of vitriol had come as a shock. To her credit however, Matilda didn't argue. "I see." She struggled to her feet. "I understand now, I do. I thought that if I just could just show you how he was acting with me that you woul—"

"Save it." Chell snapped, her expression unchanging but she offered her hand to the downed woman.

Nodding, Matilda smeared a sleeve across her mouth, then took the proffered hand and got to her feet. "What do we do?"

"We go up there." Chell pointed upward to the ruins of the once-luxurious company offices where they had first heard the recordings of Aperture's founder.

"How do we…oh." Halfway through the question Matilda had evidently remembered what the device she had dropped was for. "Do you know what um…GLaDOS, was it? What she was looking for?"

"I do." Chell nodded once, zooming in with the ASHPD's scope and locating the nearest portable surface. A nearby bit of rubble provided the drop off point. She took a running start and surfaced in the office, tapping the glass hard to signal Matilda to follow.

Mimicking Chell's motions she did, but at a slower pace. She toppled out of the Portal hole somewhat gracelessly but in her first useful act, re-fired the purple entrance portal next to Chell's orange exit one on the wall.

Chell's brow furrowed, but Matilda clomped over to the window. "They don't stay once you re-fire them." She noted, sounding pleased. "That will put some distance between us and Wheatley."

The former test subject's mood and outlook surged positively. Her partner was finally thinking clearly. "Good." She too added a blue entry portal onto the wall, eliminating the one from below.

"You said you know what we're looking for."

"This way." Chell beckoned, relying on her memory and some well-placed portals to transverse in and around the maze cubicles, finally coming to the hallway she had been seeking. As before, a loud voice echoed around the chamber. "A recording of this is what She wants."

Something about the way Chell's voice trailed off at the end of her explanation caught Matilda's attention. "I'm guessing that these portal-makers don't have built-in recording technology. We need to find out where the recording is coming from. A tape, a CD, a computer…" Matilda's attention was on the unfortunate array of electronic equipment that populated almost every inch of the building so she barely registered the bright red laser-scope dot trained above her breast before it was much too late.

Chell's heart leapt into her mouth as she noticed what her companion had not. "Get out of the way!" she screamed, her legs working furiously to close the distance between them, but it wasn't until the two had crashed into a sprawling heap on the ground that she recognized that no fatal bullets were forthcoming.

"I'm different." The turret chirruped happily.

"Are you?" Matilda had recovered herself first. Chell opened her mouth for another speech on their lack of time but she stymied another tirade. She'd been compelled to rescue this turret on her exodus mission but had made but very little of the apparently pointless babbling it had spouted. Her voracious reading habits picked up after leaving the facility had put quite a lot of it in perspective, but at the time she'd set it down on a catwalk out of harm's way. She could now only speculate as to how it had wound up down here. Most likely it had been jostled to the depths when Wheatley had made his destructive bid to re-make the facility in his own moronic image. If the 'different' turret had new things to say, perhaps an individual who understood machines so well could coax it into further revelations.

Matilda it appeared was thinking along the same lines as she was already untangling herself from Chell, gaze fixated on the red 'eye' of the device. "Tell me."

"The answer is down here. Persephone was stolen by Hades to the bowels of the earth, but she was forced to stay for eating the forbidden fruit. It was not lemons. It was something round. The doctor was thrown down, down to his death by the women for what he did to Fenice and yet all women paid for the actions of one. His name was…"

The turret's last word was drowned by the shattering of glass. Both women threw up their hands to protect themselves from the sharpend hail from above as Wheatley in a dramatic entrance flew past both of his previous victims to grab the oblong shape by one spindly leg, raise it high above his head and drive it into the wooden floor, the ancient walls, bookcases and portraits over and over, sending up a cloud of dust and shrapnel as the turret's voice petered out into a miserable squeal of abused electronics.

There was a beat of deafening silence for a moment as, anger spent, the mad android straightened, holding aloft the dangling and pathetic wreckage of what was perhaps the wisest and least threatening piece of technology Aperture had ever produced.

"Speak sense, you little twat!" he screeched, his voice cracking on the upper registers. For a moment he seemed beyond rational thought. He glanced around wildly, finally seeming to notice with an almost eerie and ferocious curiosity that the red 'eye' on the mangled robot was still blinking.

"Hello?"

"Oh, bugger off!"

"Hello?"

Wheatley raised the ruins in the air, preparing to extinguish the annoyance once and for all, but the red laser of the turret was pointed off in an entirely different direction than himself.

"Oh. I see." His wide mouth curved upward in a cruel grin. "I see." He repeated.

The gasp of horror that echoed behind her as they ran, Chell knew, was not for Wheatley himself but for the fate of the poor defeated hunk of metal being dragged along that would unwittingly lead their tormenter straight to them. The screech of steel on moon-rock-enhanced metal dogged the pair, the occasional soft feminine plea of 'Why?' drifting back to their ears while steadily getting closer.

Chell strained her entire body towards the open bay windows that were now in plain sight, eyes darting about and her hands fumbling in one-handed clumsiness through the scope for the nearest portable surface to the haven of the chasm beyond. Her free hand dragged along the far too light body of Matilda who, perhaps to her credit was not complaining about the strain being put upon her injured leg.

The keen eyes of a seasoned test subject locked on to a mercifully white-splattered wall across the gorge and she let go of her companion's wrist momentarily to heft the weight of her portal gun to firing range. It was only just as she slipped through the portal that she saw in her peripheral vision the second potential surface that now bore a dark blue portal from Matilda's own ASHPD. She let out a horrified gasp, but she could not stop the forward momentum.

Wheatley pulled up short, laughed heartily and gave Chell a mocking salute through the opposite window. Never having worked with a partner before, she swiftly sealed off her safe haven out of habit and he took a moment to savour her horrified look at the mistake she had made before diving through the still available purple entrance portal that lead to her partner's location.

Chell's feet were swift however and she burst through the grey wall of the test chamber Matilda had transported herself into almost instantly. She tripped over her own feet in her haste, cursing the precious seconds she'd lost to clumsiness as she tried to reposition herself into a battle ready crouch.

It was already far too late for that.

As the former hero of Aperture's facilities struggled to right herself properly, she caught the barest glimpse of Wheatley and Matilda locked in what could only be described as mortal combat on the verge of a fatal fall. Wheatley was teetering precariously on the edge of a pit of toxic water. He was leaning back a few degrees too far, Matilda almost at the same angle with her arms pushed hard against his chest and every exposed vein on her pale body standing out flush and blue with the effort of the strain.

The look on the woman's face was a look Chell knew all too well. If she were able to turn her own head from the spectacle in the slightest she would see it reflected in the same water her friend and her worst adversary were now grappling for their lives on the plinth above.

It was sheer determination. To seal the deal she had her bad, mis-set leg dug deep into the dirt as her own leverage while the mad A.I.'s fingers were scrabbling for purchase against the woman's slender throat as he teetered above the deadly liquid.

"Wheatley!" She hollered, unwilling to see her former ally topple into the deep.

The cry rang out sharp and clear in the air. She had meant to call Matilda's name, hadn't she? Why the stupid robot?

"Matilda! Fight harder!"

That was better.

Something moved in the corner of her vision.

Chell's vision flashed all in a haze. First, Wheatley and his slim body falling back – too far back of an angle for comfort and a brunette falling forward after him, hands clasped suddenly to her chest as if in a horrible parody of prayer, and herself seeing a solid grey mass rushing up to her own line of vision.

An anguished, horrible cry pounded her ear drums.

Hands, cold clammy hands on her face.

A sharp cry of "No!"

The tear of fabric, loud in a silent room.

A beautiful image of a woman poised on tip toe. Her hands folded on her chest and then reaching, silver in her hair glinting and blinding her. An angel. A halo of gold light in her fuzzy vision. Prayer.

"No." The voice was Chell's own. "They jumped together." She heard herself whisper.

There was a soft chitter of robot song above her.


	8. Chapter 8

**Title:** Night of the Living Wheatley - End

**Rated: **T

**Warnings: **Nothing I can give away

**Summary:** It's done.

**Disclaimer: **Portal (2) and related characters are the intellectual property of Valve and this fic was inspired by rubitinmyeyes' medical horror Wheatley which can be viewed on her Tumblr.

* * *

><p>Chapter 8:<p>

Chell was falling, hurtling seemingly endlessly through impenetrable darkness, darker than ink and thicker than blood. Trapped in freefall, she struggled to put order to her situation. It was so important to elucidate where she was or why it seemed so very important that she was falling.

She must have fallen. The falling was definitely the most important bit since she was fixating on it she decided, but it brought her no closer to determining if she was drowning and this was the final sizzling synapse of her brain as she sunk helplessly into the darkest, deepest water. Perhaps she was tumbling through her own white rabbit hole, doomed to have her flesh sizzle, crackle and burn to cinders as her body plummeted to its final inglorious resting place in the molten centre of the Earth.

It struck her that the direction might not down after all. She could be flying high in outer space, drowning in a different way as her lungs took in gamma radiation instead of oxygen. Floating comatose next to Wheatley, with her moon-rock addled mind playing out a last fantasy of freedom and escape that had merely been a fictional construct of the same insanity that had burrowed like a parasite into Cave Johnson. She'd been so close to the moon. Close enough to reach out and brush her fingers; perhaps even her whole torso against its surface before she had been (imagined being) dragged back inside with her arm snapped to near-breaking by a long claw until GLaDOS had proved Her point that the human body was weak. Her pain threshold had broke and her grasp on the screaming core was forced to slacken.

She'd watched him fall away like rubbish in an updraft and, yes, that's when she had started falling. Her life, the city, the people that she had known: she'd made them all up. While she was falling.

_No, that sounded insane. But then, she was insane, wasn't she? That was the sort of thing an insane person would say._

_Falling was important._

She was falling.

_No, that wasn't right was it? Someone else had fallen and that was important. Someone was falling and it was not her. _

A whistle pierced the silence. Chell lifted her chin from her chest with effort against the ache of unnaturally cramped muscles. She hadn't even been aware that she had tucked herself into that strange foetal position but slowly as though from a flower, her limbs blossomed into action. Her heart was beating frantically and she was sure that the lump she swallowed in her throat had been the organ's passionate bid to escape the confines of her body.

_Someone else was there._

Her heart now having shot past her stomach in the opposite direction and trying to simultaneously coax both it and her liver into working in reverse, Chell struck out in the blackness toward the sound.

Before she could recognize her error and the trap she was walking into, the sound turned from a tuneless hum of hope and sanctuary to the higher pitched random cadence of birdsong and finally erupting into an all too familiar cataphony. Before she could escape back into the ether, she found herself exploding into a world of light, pain and excitably high pitches of calculated automaton squealing.

"No!" she gasped, clamping her hands across her mouth as though she could stuff the syllables back in through her lips and cage them there against further escape.

"My Stars! I'm…I'm coming as fast as I can! Just don't let her get up, she'll be sick if she goes up too fast!"

Every last cell in Chell's body made her fight the unseen voice as cold arms clamped down on her appendages, but as her swallowed down heart reminded her of its new place in her anatomy her struggles slowed to the occasional defiant but half-hearted twitch, like a beached fish gasping for air. Everything about this situation exuded the hopelessness of defeat which would have caused a lesser person to simply give up. Chell had gotten out of far more dire situations and was far too strong to allow herself to be willingly dragged once more into the cold core of this horrible prison with no freedom, no partner nor even a false friend.

Each component of her body felt like it had its own separate pulse as she looked up into the heterochromatic gaze that bore down on her, one eye the gold-orange of the sunrise, one the vibrant blue of a twilight she knew she'd never be able to see again, and two the colour of artificial varnished mahogany.

The wood-coloured eyes seemed to pool with light and moisture as their fixed gaze dropped Chell's jaw in a silent scream, her parched and sore throat refusing to bring any sound forth. It allowed her the small mercy of a shake of violent surprise extracting her arm from PBody's grasp. In blind panic she scrabbled and scooted on her bottom and feet in a useless 75 degree trajectory while her other arm was still held fast by the more burly Atlas.

"I thought you would never wake up! Don't worry though, we won. We finished our mission. We're going home."

"Just shut UP!" Chell hissed, hating her voice for cracking in her throat even as her dried saliva glands struggled to right the grating pain that blossomed up through her trachea and into her throat. Her eyes opened forcibly large within their sockets and she balled her free hand into a fist, scrubbing first one and the other with more force than was necessary while keeping the non-winking eye comically wide.

Matilda, or this dream version of her, stood from her crouching position across from Chell and walked over to the edge of the cliff. She peered down into the water below. Chell was starting to lose track of the number of times she'd felt physically sick in the past few minutes alone. Certainly more in the past few minutes than she'd ever been in her entire existence put together. She would not have put it past GLaDOS to punish her by watching her relive the moment somehow.

"It's funny isn't it…"

_…I had to relive the last two minutes of my life over and over and now you can have the same experience except with the moron and the person you considered a better friend than me._ Chell mentally filled in, before she realized that it was Matilda and not GLaDOS that had been speaking.

"It's funny isn't it. I thought I was going down with him." She paused and swallowed slowly, as though considering her next words. "I wanted to go down with him. For a moment." She said at length and stood quietly, apparently gathering her thoughts.

"I didn't though. See?" She walked backwards from the edge and pointed to an infinitesimally small patch of white on the cliff, barely visible from Chell's vantage point on the floor. As she struggled to get a better look, her long forgotten and now bloodless arm left dangling in Atlas' grasp gave a twinge of pins and needles. The little patch of white was miraculously glowing with a purple portal. As Chell watched, Matilda walked around it to the edge of the cliff, pitched dangerously forward, crossed her arms across her chest to re-partition her weight near the top and fell stumbling, and rather more melodramatically than the demonstration called for, backwards into the portal.

Chell shook her head and jumped in spite of herself when the woman hoisted herself out of a blue portal directly behind her.

Skeptical and on guard, Chell allowed the other woman to sit next to her, picking at the robotic claw that still held her other arm fast. Atlas got the message and Chell quickly began rubbing the feeling back into her arm. "What about..." she found she couldn't finish her sentence and looked over at the water.

"Well," Matilda began, her eyes becoming somewhat limpid again. The moisture stayed where it was however, doing little more than reflecting the light in the chamber slightly more prominently. "I built him...and his brain and skeleton to last and to be as human as possible but he's still for all intents and purposes a robot. I think his skeleton is too heavy to pull out of the water, but his mind will...well, his brain will...his processor will stay active for...for awhile. He'll..." the word 'suffer' hung there in the air between them. Matilda sniffed carefully and finished, somewhat lamely. "...have a lot more time to think about what he did."

"What about the request from…" once more Chell trailed off and her gaze drifted skyward. She had no idea where they were in proportion to GLaDOS' chamber but Matilda got the message.

"Don't worry. I managed to get that under control." Matilda fished something very familiar out of her pocket. It flashed with a familiar blue glow – Chell was beginning to deeply dislike the colour – and it made a funny little beep when the woman flexed her fingers. "With this."

"What is that?"

The other woman held it up. The little black casing, the miniscule screen, it was unmistakably a mobile phone. Matilda's lips quirked up in something of a proud grin. "I recorded it to myself on voice mail."

"You had a cell phone." Chell said weakly as the bubble of panic began to rise within her once more. She brought her hand up from where it had been coaxing the blood flow back into her arm and repeated the action of rubbing at each eye in turn, both of which were starting to look red and raw from the dual attack of keeping them open and scrubbing violently at them with her fists.

Matilda reached for her hand and Chell reacted immediately, swinging her arm up and away from her grasp.

"What are you doing?"

"This is a dream.' The other woman gabbled, doing a wonderful job of convincing both herself and everyone else in the vicinity that her original diagnosis of 'insane' might have had some merit. "The moment I close my eyes I'm going to wake up and I'll be back with Her and you, you'll be dead. It's all too convenient. The fact that you used a portal to such great effect, the fact that you have a cell phone thousands of miles below the Earth that works, the fact that yo—mrph!"

Matilda had reached out and covered Chell's mouth with her hand, which the other woman angrily tore away, knocking her assailant backwards. She started back-pedalling, careful to avoid the blue portal which still glowed behind her. Her body and almost her entire brain screamed at her to get up and run yet something kept her there. It was the fact that, after all this time, this was the first that she had ever seen the woman in front of her look genuinely hurt. Matilda dug in her opposite pocket and produced a lumpy half-moon shaped device, boasting a front glowing with green numbers on a screen with a simple ribbed 'grate' underneath that. A thin wire protruded from the top and miraculously, the barest hum of recognizable music sputtered forth around frequent bursts of static.

"It's a radio." Matilda explained somewhat unnecessarily, putting the phone close to the grate of what Chell now recognized as the speaker. To her surprise, as she did, one tiny bar that had not been on the phone's screen before flickered into existence. Even Chell's limited knowledge of modern technology told her that bar represented the barest pulse of life to the reception range accepted by the piece of socializing equipment. "I figured, if this radio could find some frequency to broadcast on, then so could I." The hint of pride, now somewhat subdued fluttered into the scientist's voice like the symbol she had worked to acquire.

For all the time that Chell had been working to dismantle, outsmart and destroy Aperture's equipment, it had never once occurred to her to fix it, or even to want to fix it. Mind whirling, she gave Matilda a nod and dared to blink once, twice, three times. The cavern was still around them after each. The only sounds were the occasional beep, the hum of whatever was supposed to be playing on the radio and the gentle ripples of the contaminated lake that was Wheatley's new home as it lapped at the side of the drop. More importantly the two robots and spare human were still there. Her eyes screamed for more moisture and she obliged, squeezing them shut until she could feel the first vestiges of dust-clearing tears behind them. The scene before her still did not magically disolve into the ether or change dramatically though Matilda was now leaning over the phone, gingerly punching numbers in without jostling it from its advantageous and precarious position of reception on the floor.

"_Welcome to your voicemail inbox. Please enter your password." _A static-laced, cool female voice echoed out of the phone's ear piece. Matilda tapped a few more buttons_. "We have four options for you. If you wish to change your personal greetings, please press 'one'. If you wish to listen to your messages, it's 'two'…"_ Another tap, another crackle of white noise. _"…saved messages…first message…"_

Just as promised, the long-unheard voice of Cave Johnson echoed out, marvellously clear, and devoid of the disjointed quality of the earlier pronouncements by the device, as though the facility recognized the voice of its master and was determined to prove its worth to him.

"She has it now. GLaDOS, I mean." Matilda quickly shut the phone off, not waiting for Chell's approval, evidently determining that cold hard evidence would be enough for Chell's fears to be assuaged. "It's time to go home."

"Go home." The dark-haired woman looked up as though she'd never heard the words in her life. Her tone was not relieved but bitter and tinged with pity rather than annoyance or anger. "You're still so naive."

Matilda watched as Chell pulled herself to her feet, her expression only mildly curious as though the other woman had just expressed dissent about her choice in a movie she had suggested they go see. "Oh?"

"GLaDOS lies. She's always lied." The former test subject walked alongside the other woman, towards the lift that would likely take them back up to the lair chamber and their future fate of endless testing and dangerous escape plans. She explained as much. "She'll find a way to keep us here and make us test, until we can find a way to outsmart her – to escape. I had been trying to escape for as long as I could remember."

To her surprise, Matilda laughed. It was just a soft chuckle. Chell would have said she'd never heard her laugh like that but it occurred to her that she had never in fact heard the other woman laugh at all. The cheerful sound bubbled out of her chest like water from a spring.

"What's so funny?"

"Don't be offended, I wasn't laughing at you. Well. Maybe a little bit. But you didn't listen to what I said at all. She told me all about that."

Chell didn't have to ask who the 'she' Matilda was referring to was, and scowled.

"Don't be like that please, I didn't mean it. I just meant, well, I said it was time to go home, but I didn't say...or even suggest that both of us would be."

Stopping short and throwing out an arm to prevent the other woman from stepping onto the lift – after all this time, she was still stronger – Chell blocked the entrance with her body and began to look her companion up and down while she righted herself, judging her with an increasing furrowing between her brows as she took stock of the differences that fear and determination to stay in what she was sure had been a dream had not allowed her to see before.

Now that she reflected on it there was one major difference in the woman that she could have hit herself in the head for not noticing immediately: Matilda walked straighter and had been able to rise and crouch. Certainly not with as much grace as Chell herself, but definitely without difficulty. The clumsy walking brace had been replaced with - and here Chell felt her stomach swoop – artificial knee replacements and long fall boots, clenched alien and tight around skinny legs. "What did you do?" she asked, though she knew the answer.

"I'm staying here. She fixed it. For me to stay here and you to go and as you can see: my knee as well."

Chell's lip curled on one side and she dashed the short distance between them, ignoring the wave of nausea the action brought with it, throwing her weight forward, driving her fist hard into Matilda's cheek. The other woman staggered back, wiping a trickle of blood from her nose as she did. "I've had worse." She glanced down while she said it and Chell wasn't sure if she was talking about the knee replacements, her initial injury or she was still in pain from her loss. Frankly, she didn't care. The former test subject wound up for another blow, Matilda catching her hand before she could connect.

"What are you doing? What do you have to be angry about? You don't belong here. I do. Take your freedom!"

The immediate reaction was to push harder, anger mounting with Matilda hanging doggedly onto her fist, pushing back. Chell found it hard to maintain her advantage. She was weakened and her stomach was roiling like a stormy ocean. Not to mention her opponent had now had practice with exactly this sort of struggle and although against impossible odds had also managed to win and survive. She frowned and finally dropped her hand.

Evidently the other woman was surprised to see Chell give up so quickly, watching her with a leery, pained look, keeping her own hands half-heartedly raised against potential future attacks. "Chell?" she ventured.

The former test subject didn't reply. She looked at the ground, not in shame but collecting her thoughts, coming to an understanding. She did understand, finally. This was what she had been wanting all these years. Not just simply freedom, but also a friend. A real friend. Matilda hadn't fought Wheatley or bargained with GLaDOS to save herself or to beg forgiveness for the wrongs she'd done in the past. She'd done it because Matilda was her friend. Just as Chell had never belonged in Aperture, there had never been a time that Matilda had belonged outside its walls. This was merely the first time she had proved she deserved her own freedom, in staying.

Sometimes, friends did not always have to be in the same place to be friends. Perhaps that was something Caroline had been trying in her own twisted way to teach GLaDOS and perhaps Chell herself all those years ago. Whatever had inspired her to that conclusion, Chell felt that she could return the favour.

"Thank you."

"You're welcome." The two women finally stepped together and flanked by the bots onto the lift. No sooner had the door shut than it sped upward. Miraculously, it passed over GLaDOS chamber, leaving the three looking at Chell as she stepped unhindered outside through the shed entrance into what appeared to be only a few hours before sunrise. The two little robots waved enthusiastic farewells as they were wont to do. Matilda took a small step forward raising her arms as if to attempt a hug, but instead dropped one by her side and used the other to give Chell a salute with a wink in a parody of Wheatley's mocking gesture.

Unsure of whether this was meant to be a joke or perhaps reassurance that Matilda had moved forward from mourning Wheatley, Chell simply returned it, allowing the door to clang shut and listening to the hum of the lift as it hurtled the three back towards the facility long after it had faded from the range of her hearing. Chell decided that Matilda would be alright.

Turning away, she knew that finally, finally this would be the last time. GLaDOS' refusal to give her a farewell jibe proved that. She wondered if the A.I. considered Matilda her 'gift' of friendship from Chell. A willing test subject. It would be exactly the kind of thing that GLaDOS would want for herself.

She turned back one last time and paused, wondering if that final goodbye had been really enough. Speaking had never become a truly natural thing for her, even outside the facility. "You belong here." she begain, suddenly feeling as though she was a mourner, talking to a tombstone. She could feel her lips move but didn't hear the words properly. It was almost as though she had gone temporarily deaf. Her ears felt hot and they gave a phantom ache as though imaginary blood was running down her cheeks from her imaginary burst eardrums.

"I um..." she paused, swallowed and then blurted out a few short words. "I hope you're happy."

Promising herself this time would truly be the last, the woman turned on the spot and let her fingers brush the tops of the wheat in the field in the hopes she might feel something. The sensation of the softness of the tips made her sit down, hard, the stalks bending and snapping beneath the sudden weight. She ran her fingers up a nearby one, gathering a small bud of flax blossoms between her pinched fingers. She stroked the feathery thing against her cheek as the heavens opened and the rain poured down on her in one of Mother Nature's finest snap-decision deluges.

Spotting Matilda's abandoned car hastily parked cock-eyed in the ditch across the dirt road that ran adjacent to the field, she sprinted for the shelter of it, turning the key in the ignition to start up the artificial heating. She tore off her jacket and came across a lump in the pocket which she found was a packet of pot noodles she'd been meaning to save for a snack at work the up-coming Monday. She extracted it and ripped it open with her teeth, eating the noodles raw while the engine helped warm and dry her with recycled air.

Further fiddling with a few knobs brought the radio to life with a song she found she actually knew the lyrics to from somewhere. She sang along through her mouthful. Who was around to care anyway?

"You've got sucker's luck, have you given up?"

She smiled in spite of the song's defeatist lyrics. "Not You." she said aloud, popping the last of the dry, crunchy mess in her mouth and chewing furiously around a small but genuine smile.

Taking one last moment to enjoy the heat, she crumpled up the wrapper and tossed it in the cup holder, retrieving her overcoat. It was time to get to work. She carefully worked the car into first gear and eased it clumsily back onto the empty road. Holding the brake and putting it into park again, she threw her jacket over her head and searched the nearby area until she discovered what she was looking for: a large, weighty and flat piece of granite rock.

It took a few tries but she managed to unravel the sleeve of her jumper, coming away with a long piece of wool which she bit off the ruined sleeve with her teeth and tied around the end of the rock, carefully setting it against the gas pedal but holding the string taut. Putting the car back into drive, she hopped out and jogged alongside the vehicle as it crawled forward, still keeping the weight under her control. Finally, she let go and jumped away as the rock crashed down onto the accelerator pedal, sending the old black automobile careening down the road. It bobbed and weaved as it reached sixty, seventy, eighty miles per hour until finally it crashed with incredible force into a pole. The impact sent up an enormous ball of fire which greedily consumed the car like a starving animal possessed.

Chell cursed herself immediately for not thinking of a better plan but the fire seemed to remain mercifully contained, too far from the fields to ignite the wheat and the incoming precipitation eliminated any sparks which strayed off into the air.

She watched the fire fight for dominance with the rain for awhile before remembering that there was one more thing she had to do yet. She turned on her heel and set off at a jog, headed not to her own house but to Matilda's.

It did not take her long to find what she had been looking for: Wheatley's metal sphere body. She picked it up, tucked it in her coat lest the elements cause some still functioning synapse within to electrocute her, and took it back to her place. She wasn't sure whether this was for Matilda or for her. Maybe both. She simply placed him on a shelf in her closet, considered it, added two candles to the shrine, considered it a bit more and added a third. She lit them, propped the door open for ventilation and as she watched the three flames trickle thin wisps of smoke to the ceiling, she decided that she was pleased with the way that things had turned out.

The ghosts of Matilda and Wheatley crept into Chell's life a few more times; when the ruins of the car had been found during the investigations of the murders of Arthur and three boys whom she did not recognize from the community. They had had to drop the charges when the DNA tests prooved the killer as male although they were baffled, given that the killer matched only one person: a homeless man pronounced dead weeks before. There were of course, still those that believed Worth had paid off some man, but without concrete evidence they could not press charges. Not that any one really wanted to look for the missing woman. Most were content, despite forensic evidence to the contrary, believe that she had been destroyed with her vehicle.

She was free, Matilda was free and to that end Chell could not be happier.

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><p>Long after Chell had finally died peacefully at the ripe old age of ninty, Matilda lived on. GLaDOS had taken it upon herself to put the test subject on a schedule of Her own whims into Cryosleep every couple of years, using the technology as she had with her predecessor to preserve the human's natural life span far beyond normal.<p>

The newly minted test subject predictably took well to Atlas and P-Body. The robotic duo seemed to view her as one of them, endlessly chittering and waving at her almost childishly, engaging her in enthusiastic hugs and high-fives. Anyone who had known the woman outside the facility would have almost not recognized her. The enthusiasm and joy she showed interacting with the robots made her practically a different person. Even GLaDOS' barbs and needles – for although the test subject was willing, it did not excuse her from the usual treatment – were swallowed more easily than anything she had had to endure on the outside.

The one fly in the ointment was that the bots' new friend always seemed to take time to sit by a pool of acid water in the lower levels of Aperture. She always seemed so very sad when she did that. She talked to herself too about strange things that Orange and Blue could not place. GLaDOS, with Her extensive databases of knowledge knew that she was telling Wheatley the plots of books and television programmes and movies, which prompted Her to further attempt to antagonize Matilda. During these times Matilda herself managed to ignore the voice of the A.I. as wilfully as Chell ever did.

As the years ticked by and the lines hardened in the human's face and her hair took on the hue and appearance of a particularly large dust bunny, Matilda spent more time than normal in that cavernous chamber, her interactions with Atlas and P-Body slowly becoming more and more minimal.

Neither of the testing robots knew what death really was, as if they ever were to fail during a test or become the victims of GLaDOS' annoyance, they were merely disassembled for a brief period, only to resume existing a short time later. In their own numb, dumb way they still understood what it meant when the woman stopped waking up from her relaxation chamber and the little light on the box had gone from green to a flickering amber to eventually the solid finality of red.

GLaDOS didn't stop them when they took the coffin-like relaxation pod and pushed it into the pool of acid water in that old Aperture test chamber. She did however spend the remainder of the cycle running a full virus scan on her systems for any vestiges of the constantly 'deleted' Caroline, digging deep and often for that annoying human-like little annoyance that insisted upon slithering snake-like through her internal workings.

* * *

><p>With one mighty heave, the durable structure and its sole occupant of a lifeless lump of cold meat that had once been a living, breathing human tipped over the edge of the cliff and hurtled down into the water with a mighty splash that sent Orange and Blue running out of range of the dangerous liquid. It settled on the floor of the water hazard with a muffled clunk and a poof of grit mixed with the slurry made of old, long dead test subjects. There was a beat and suddenly with a great slosh, a long metal set of fingers shot out and grabbed the edge of the coffin with a wicked sounding grating noise.<p>

On shore, the bots barely blinked. Aperture was prone to all sorts of unusual noises. They headed into the elevator, beeping sadly and wondering what they would do with the rest of their time for this cycle. Their Mistress, it seemed, did not want them to test today.

* * *

><p>Oh, all the skin and the muscle had been burned off by the acid but the mechanical brain and the metal skeleton were made of sterner stuff. He'd waited 9999 to get out of there, and now, He finally could.<p>

_Thanks, luv.  
><em>

_The End._


End file.
